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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/23/15 Knightsbridge Shipping Ltd F-4/A 9:7.0M Seward & Kissel LLP |
Document/Exhibit Description Pages Size 1: F-4/A Pre-Effective Amendment to Registration Statement HTML 2.95M of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction 2: EX-5.1 Opinion re: Legality HTML 26K 3: EX-8.1 Opinion re: Tax Matters HTML 12K 4: EX-23.3 Consent of Experts or Counsel HTML 6K 5: EX-23.4 Consent of Experts or Counsel HTML 6K 6: EX-23.5 Consent of Experts or Counsel HTML 8K 7: EX-23.6 Consent of Experts or Counsel HTML 9K 8: EX-23.7 Consent of Experts or Counsel HTML 19K 9: EX-23.8 Consent of Experts or Counsel HTML 14K
BERMUDA
(State or other jurisdiction of incorporation or organization) |
N/A
(I.R.S. Employer Identification Number) |
Knightsbridge Shipping Limited
Par-la-Ville Place
14 Par-la-Ville Road
Hamilton, HM 08
Bermuda
1 (441) 295 6935
(Address and telephone number of Registrant's principal executive offices)
|
Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq.
One Battery Park Plaza
(212) 574-1200
(Name, address and telephone number of agent for service)
|
Gary J. Wolfe, Esq.
Robert E. Lustrin, Esq.
Seward & Kissel LLP One Battery Park Plaza
Tel: (212) 574-1200
Fax: (212) 480-8421
|
Title of Each Class of
Securities to Be Registered |
Amount to
be Registered(1) |
Proposed Maximum
Offering Price Per Share |
Proposed Maximum
Aggregate Offering Price(2) |
Amount of
Registration Fee(3) |
||||
Common Share, par value $0.01
|
61,500,000
|
Not applicable
|
$506,939,502
|
$58,907*
|
||||
Chief Executive Officer of Golden Ocean Management AS, on behalf of Golden Ocean Group Limited
|
Chief Executive Officer of Knightsbridge Shipping Limited
|
1. | To consider and vote upon a proposal to authorize and approve the Merger Transactions, by and among Golden Ocean and Knightsbridge, pursuant to which Golden Ocean will merge into Knightsbridge; |
3. | Subject to the authorization and adoption of the Merger Transactions, to approve changing the name of Knightsbridge Shipping Limited to "Golden Ocean Group Limited". |
1. | Only holders of record of Knightsbridge common shares at the close of business on , 2015, the record date for the Special General Meeting, are entitled to notice of, and to vote at, the Special General Meeting and any adjournments or postponements thereof or to exercise the appraisal rights conferred on dissenting shareholders by Bermuda law. Each common share of Knightsbridge entitles its holder to one vote on all matters that come before the Special General Meeting. |
2. | The Knightsbridge Board's Disinterested Directors unanimously recommend that Knightsbridge's shareholders vote "FOR" the authorization and approval of the Merger Transactions, the adoption of the Amended and Restated Bye-Laws and the name change. Knightsbridge cannot complete the Merger unless the Merger Transactions are authorized and approved by Knightsbridge shareholders. Authorization and approval of the Merger Transactions requires an affirmative vote of 75% or more of the votes cast by the holders of the common shares of Knightsbridge on the record date present and voting at the Special General Meeting. Also, it is required that a quorum of two or more persons holding or representing more than one-third (1/3) of the issued and outstanding common shares of Knightsbridge on the record date are in attendance in person or by proxy at such Special General Meeting. Under the terms of a separate voting agreement, the Hemen Shareholder, Frontline 2012, and the directors and officers of Knightsbridge, have agreed to vote the common shares of Knightsbridge they beneficially own in favor of the authorization and approval of the Merger Transactions, the adoption of the Amended and Restated Bye-Laws and the name change. Such shares collectively represent approximately 62% of the issued and outstanding common shares of Knightsbridge entitled to vote at the Special General Meeting. |
3. | The adoption of the amended and restated bye-laws, or the Amended and Restated Bye-Laws, requires the approval of 66-2/3% of Knightsbridge's issued and outstanding common shares. The adoption of the name change requires the approval of a majority of the votes cast at the Knightsbridge Special General Meeting. A copy of the form of the Amended and Restated Bye-Laws are attached to the joint proxy statement/prospectus as Appendix D. |
4. | The Merger Transactions are described in the accompanying joint proxy statement/prospectus, which you are urged to read carefully. A copy of the Merger Agreement is attached to the joint proxy statement/prospectus as Appendix A. |
5. | Whether or not you plan to attend the Special General Meeting in person, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided, in accordance with the directions set forth on the proxy card, to ensure that your shares will be represented at the Special General Meeting. If you do attend the Special General Meeting and wish to vote in person, you may do so notwithstanding the fact that you previously submitted or appointed a proxy. Please note, however, that if your shares are held of record by a broker, bank, trustee or other nominee and you wish to vote at the meeting, you must obtain from your nominee a proxy issued in your name. |
1. | To consider and vote upon a proposal to authorize and approve the Merger Transactions, by and among Knightsbridge and Golden Ocean, pursuant to which Golden Ocean will merge into Knightsbridge. |
1. | Only holders of record of Golden Ocean common shares at the close of business on, , 2015, the record date for the Special General Meeting, are entitled to notice of, and to vote at, the Special General Meeting and any adjournments or postponements thereof or to exercise the appraisal rights conferred on dissenting shareholders by Bermuda law. Each common share of Golden Ocean entitles its holder to one vote on all matters that come before the Special General Meeting. |
2. | The Golden Ocean Board's Disinterested Directors unanimously recommend that Golden Ocean's shareholders vote "FOR" the authorization and approval of the Merger Transactions. Golden Ocean cannot complete the Merger unless the Merger Transactions are authorized and approved by Golden Ocean shareholders. Authorization and approval of the Merger Transactions requires an affirmative vote of 75% or more of the votes cast by the holders of the common shares of Golden Ocean on the record date present and voting at the Special General Meeting. Also, it is required that a quorum of two or more persons holding or representing more than one-third (1/3) of the issued and outstanding common shares of Golden Ocean on the record date are in attendance in person or by proxy at such Special General Meeting. Under the terms of a separate voting agreement, the Hemen Shareholder, Frontline 2012, and the directors and officers of Golden Ocean, have agreed to vote the common shares of Golden Ocean they beneficially own in favor of the authorization and approval of the Merger Transactions. |
3. | The Merger Transactions are described in the accompanying joint proxy statement/prospectus, which you are urged to read carefully. A copy of the Merger Agreement is attached to the joint proxy statement/prospectus as Appendix A. |
4. | Whether or not you plan to attend the Special General Meeting in person, please complete, sign, date and return the enclosed proxy card, in accordance with the directions set forth on the proxy card, to ensure that your shares will be represented at the Special General Meeting. If you do attend the Special General Meeting and wish to vote in person, you may do so notwithstanding the fact that you previously submitted or appointed a proxy. Please note, however, that if your shares are held of record by a broker, bank, trustee or other nominee and you wish to vote at the meeting, you must obtain from your nominee a proxy issued in your name. |
5. | No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person or by proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially-certified copy of that power of attorney, is send to the Company Secretary, to reach the Registered Office by not later than 48 hours before the time for holding the meeting. |
QUESTIONS AND ANSWERS ABOUT THE SPECIAL GENERAL MEETING AND RELATED MATTERS
|
1
|
SUMMARY
|
9
|
RISK FACTORS
|
17
|
THE COMBINED COMPANY
|
37
|
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION
|
41
|
EXCHANGE RATES
|
42
|
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF KNIGHTSBRIDGE
|
43
|
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF GOLDEN OCEAN
|
44
|
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
|
45
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GOLDEN OCEAN
|
63
|
RELATED PARTY TRANSACTIONS
|
91
|
THE MERGER
|
93
|
THE KNIGHTSBRIDGE SPECIAL GENERAL MEETING
|
112
|
THE GOLDEN OCEAN SPECIAL GENERAL MEETING
|
115
|
INFORMATION ABOUT THE COMPANIES
|
117
|
OTHER IMPORTANT INFORMATION REGARDING KNIGHTSBRIDGE
|
118
|
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER
|
121
|
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
|
125
|
THE MERGER AGREEMENT
|
126
|
THE VOTING AGREEMENT
|
143
|
DESCRIPTION OF KNIGHTSBRIDGE SHARE CAPITAL
|
145
|
COMPARISON OF SHAREHOLDER RIGHTS
|
148
|
EXPERTS
|
160
|
LEGAL MATTERS
|
160
|
OTHER MATTERS
|
160
|
WHERE YOU CAN FIND MORE INFORMATION
|
161
|
INDEX TO GOLDEN OCEAN FINANCIAL STATEMENTS
|
F-1
|
A. | Knightsbridge and Golden Ocean have entered into the Merger Transactions pursuant to which the Companies have agreed to merge. You are being asked to vote to authorize and approve the Merger Transactions. Under the terms of the Merger Transactions, Golden Ocean will merge with and into Knightsbridge, with Knightsbridge continuing as the surviving company. If you are a shareholder of Knightsbridge, you are also being asked to vote to authorize the Amended and Restated Bye-Laws, and to change the Combined Company's name to "Golden Ocean Group Limited." |
A. | If the Merger is completed, each issued and outstanding common share of Golden Ocean, other than shares cancelled pursuant to the Merger Transactions and any Dissenting Shares, as defined below, will be converted into 0.13749 common shares of Knightsbridge. |
A. | The share exchange ratio of 0.13749 was determined by reference to a total consideration amount of 61.5 million Knightsbridge shares to be issued to Golden Ocean shareholders. In determining the total consideration, the Companies considered both net asset values, or NAVs, and the historic trading ratios. On October 5, 2014, Mr. Thorstein, a member of the Golden Ocean Board, proposed that Knightsbridge issue 61.5 million shares in consideration to the Golden Ocean shareholders. Based on the NAV calculations for both Companies as of September 30, 2014, the number of shares issued would be approximately 64.2 million shares. Based on the calculation of historic trading ratios for the last six months for both Companies, the number of shares issued would be approximately 59 million shares. Mr. Thorstein reasoned that the proposed transaction was a balanced consideration between the NAV valuation and the historic trading ratio. Mr. Thorstein also pointed out that the NAV of Golden Ocean not only included vessel values but also values from charter contracts and refundable installments, which are assets with less definitively ascertainable value, and therefore the valuation of Golden Ocean should be slightly lower than the NAV valuation. It was determined on October 7, 2014 by the Disinterested Directors of both Boards that the Merger Transactions are fair to and in the best interests of the Companies and the shareholders of the Companies, including the Unaffiliated Shareholders and the proposed Merger Consideration of 61.5 million shares and the exchange ratio of 0.13749 was approved. |
A. | Upon the closing of the Merger, the 3.07% Golden Ocean Group Limited Senior Unsecured Convertible Bond Issue 2014/2019, or the Convertible Bond Issue 2014/2019, will be changed to a bond convertible into common shares of the Combined Company. For more information on the Convertible Bond Issue 2014/2019, see the section entitled "The Merger—The Golden Ocean Convertible Bond." |
A. | Upon the closing of the Merger, all issued and outstanding share options of Golden Ocean will be assumed by Knightsbridge without any further action on the part of Golden Ocean or the option holders; these assumed options will become options to acquire common shares of the Combined Company. For more information on the Golden Ocean share option scheme, see the section entitled "The Merger— Treatment of Grants Under Golden Ocean and Knightsbridge Equity Plans." |
A. | The Merger Transactions will have no effect on the restricted stock units issued under the Knightsbridge equity incentive plan. For more information on the Knightsbridge equity incentive plan, see the section entitled "The Merger—Treatment of Grants Under Golden Ocean and Knightsbridge Equity Plans." |
A. | The Merger was proposed to create a company with a unique fleet and strong balance sheet and thereby build one of the world's leading dry bulk shipping companies. The Combined Company's ambition is to be a clear market leader both from a financial and operational perspective. Upon a possible recovery of the dry bulk market and as newbuildings are brought into the fleet, Golden Ocean and Knightsbridge believe that the Combined Company will generate significant cash flow. The intention is to pay out excess cash as dividends at the discretion of the Board of Directors of the Combined Company. |
Q. | Do the Boards of Knightsbridge and Golden Ocean recommend voting "FOR" the proposal to adopt the Merger Transactions? |
A. | Yes. Based on the recommendation of the Disinterested Directors, taking into consideration the fairness opinions of the independent financial advisors, copies of which are attached to this joint proxy statement/prospectus as Appendices E and F, the Knightsbridge Board and the Golden Ocean Board approved the Merger and declared the Merger advisable, and recommend that the shareholders of Knightsbridge and the shareholders of Golden Ocean, respectively, vote "FOR" the proposal to adopt the Merger at the Special General Meetings. |
Q. | Do any of the Companies' directors or executive officers or the Companies' major shareholders have interests in the Merger that may differ from or be in addition to my interests as a shareholder? |
A. | Yes. In considering the recommendation of both of the Boards that you vote to approve the Merger, you should be aware that the Hemen Shareholder, which is indirectly controlled by trusts established by Mr. John Fredriksen, a director of Golden Ocean, for the benefit of his immediate family, owns shares in Knightsbridge and Frontline 2012 and has interests in companies that provide services to both Golden Ocean and Knightsbridge. Upon the closing of the Merger, the Hemen Shareholder and certain of its affiliates will receive an aggregate of 25,251,355 common shares of Knightsbridge, representing 17% of the issued and outstanding common shares of the Combined Company immediately after the closing of the Merger and increasing the shareholdings of the Hemen Shareholder and certain of its affiliates, including Frontline 2012, to 53% of the Combined Company's issued and outstanding shares. Following the closing of a transaction between Knightsbridge and Frontline 2012 that is agreed upon and is scheduled to close in March 2015, or the March Frontline 2012 Transaction, Knightsbridge will issue an additional 31 million shares to Frontline 2012. Please see the section of this proxy statement entitled "Other Important Information Regarding Knightsbridge—Security Ownership of Certain Beneficial Owners and Management of Knightsbridge." In addition, Mr. Billung, who serves as the principal executive officer of Golden Ocean, is a director of Knightsbridge. Both the Knightsbridge Board and the Golden Ocean Board were aware of and considered these interests, among other matters, in establishing the Disinterested Directors and in evaluating and negotiating the Merger Agreement, and in recommending that the Merger be approved by their respective shareholders. The Hemen Shareholder and certain of its affiliates, including Frontline 2012, have agreed to vote their shares in favor of the approval of the Merger. |
Q. | How will directors and executive officers of Knightsbridge and Golden Ocean vote on the proposal to approve the Merger? |
A. | As of the date of this joint proxy statement/prospectus, the directors and officers of Golden Ocean own approximately 0.1% of the issued and outstanding common shares of Golden Ocean and the directors and officers of Knightsbridge own 0.01% of the issued and outstanding common shares of Knightsbridge. The officers and directors of Knightsbridge and Golden Ocean have entered into the Voting Agreement, pursuant to which, among other things and subject to certain conditions, they have agreed to vote their shares in favor of approval of the Merger. |
A. | Knightsbridge's current bye-laws were last amended in 2005 and the Knightsbridge Board proposes the adoption of the Amended and Restated Bye-Laws to reflect changes to the Companies Act 1981 of Bermuda. The current Bye-laws of Knightsbridge contain provisions which were specific to the purpose of Knightsbridge on its formation to bareboat charter five very large crude carriers, or VLCCs, to Shell International Limited. These bareboat charters terminated in 2004 and Knightsbridge's business has substantially changed and developed since that time. It is proposed in the Amended and Restated Bye-laws to remove definitions and provisions rendered obsolete by the expiry of those bareboat charters. The numbering in the Amended and Restated Bye-laws will also be changed significantly to reflect the proposed amendments. |
Q. | Why is the Knightsbridge Board proposing to adopt the name "Golden Ocean Group Limited" for the Combined Company? |
A. | Golden Ocean has been a larger operator in the dry bulk segment for a longer period of time than Knightsbridge and over the past ten years the Golden Ocean name has become recognizable with the world's largest miners, trading houses and shipowners around the globe. For these reasons the Knightsbridge Board proposes the adoption of the name "Golden Ocean Group Limited" for the Combined Company. |
A. | The Special General Meeting of Shareholders of Knightsbridge, will be held on , 2015, at , local time, at the , unless adjourned or postponed to a later time and date. |
A. | The Special General Meeting of Shareholders of Golden Ocean, will be held on , 2015, at , local time, at the , unless adjourned or postponed to a later time and date. |
A. | Shareholders of record as of the close of business on , 2015, the record date for the Special General Meetings, or the Record Date, are entitled to receive notice of and to vote at the Special General Meetings of Knightsbridge and Golden Ocean. On the Record Date, approximately common shares of Knightsbridge and common shares of Golden Ocean were issued and outstanding and entitled to vote at the respective Special General Meetings, respectively. You may vote all shares you owned as of the close of business on the Record Date. All shares are entitled to one vote per share. |
A. | The affirmative vote of 75% or more of the votes cast by the holders of the common shares of Knightsbridge on the Record Date present and voting at the Special General Meeting is necessary to approve the Merger Transactions. Also, it is required that a quorum of two or more persons holding or representing more than one-third (1/3) of the issued and outstanding common shares of Knightsbridge on the Record Date are in attendance in person or by proxy at such Special General Meeting is required to authorize and approve the Merger Transactions. |
A. | The affirmative vote of 75% or more of the votes cast by the holders of the common shares of Golden Ocean on the Record Date present and voting at the Special General Meeting is necessary to approve the Merger Transactions. Also, it is required that a quorum of two or more persons holding or representing more than one-third (1/3) of the issued and outstanding common shares of Golden Ocean on the Record Date are in attendance in person or by proxy at such Special General Meeting is required to authorize and approve the Merger Transactions. |
A. | The approval of 66-2/3% of Knightsbridge's issued and outstanding common shares is necessary to adopt the Amended and Restated Bye-Laws. The form of the Amended and Restated Bye-laws is attached as Appendix D. For more information on the Amended and Restated Bye-Laws, please the section "Comparison of Shareholder Rights" below. |
A. | The adoption of the name change requires the approval of a majority of the votes cast at the Knightsbridge Special Meeting. |
A. | In order for a vote for the approval of the Merger Transactions, both Companies must reach a quorum of two or more persons holding or representing more than one-third (1/3) of the issued and outstanding common shares of each Company. The common shares of both Companies held by the entities that have entered into the Voting Agreement fulfill each Company's quorum requirement. However, approval of the Merger Transactions requires an affirmative vote of 75% or more of the votes cast by the holders of the common shares of both Companies on the Record Date present and voting at the Knightsbridge Special General Meeting and the Golden Ocean Special General Meeting, respectively. Therefore, your vote is very important. If the proposal to authorize and approve the Merger Transactions is passed by the necessary votes, Golden Ocean common shares will be converted into the right to receive the Merger Consideration even though you did not vote. |
A. | After carefully reading and considering the information contained in this document, please submit your vote in accordance with the instructions set forth in the enclosed proxy card as soon as possible so that your shares may be voted at the relevant Special General Meeting. See the sections entitled "The Knightsbridge Special General Meeting" and "The Golden Ocean Special General Meeting," respectively. |
Q. | If my shares are held in "street name" by my bank, broker, trustee or other nominee, will my bank, broker, trustee or other nominee vote my shares for me? |
A. | You should instruct your bank, broker, trustee or other nominee to vote your shares. If you do not instruct your bank, broker, trustee or other nominee, your bank, broker, trustee or other nominee will not be able to vote your shares. Please check with your bank, broker, trustee or other nominee and follow the voting procedures your bank, broker, trustee or other nominee provides. Your bank, broker, trustee or other nominee will advise you whether you may submit voting instructions by telephone or via the Internet. See the sections entitled "The Knightsbridge Special General Meeting—Proxies" and "The Golden Ocean Special General Meeting—Proxies," respectively. |
A. | We currently expect to complete the Merger during the first quarter of 2015. However, we cannot assure you when or if the Merger will be completed. Among other things, the Merger Transactions must be authorized and approved by shareholders of Knightsbridge and Golden Ocean at the Special General Meetings and other conditions to completion must be satisfied or waived. |
Q. | What are the material United States federal income tax consequences of the Merger to Golden Ocean shareholders? |
A. | The merger will generally not be a taxable transaction to a U.S. Holder (as defined in "Material United States Federal Income Tax Consequences of the Merger") of Golden Ocean common stock, except for any gain or loss recognized with respect to cash received in lieu of a fractional share of Knightsbridge common stock. If cash is received in lieu of a fractional share of Knightsbridge common stock, the U.S. Holder will be deemed, for U.S. federal income tax purposes, as (i) receiving solely Knightsbridge common stock, including fractional share thereof, in exchange for the surrendered Golden Ocean common stock and (ii) immediately thereafter selling the fractional share of Knightsbridge common stock for the amount of cash received in lieu thereof. The material U.S. federal income tax consequences of the foregoing deemed transactions to a non-dissenting U.S. Holders of Golden Ocean are as follows: |
· | A U.S. Holder will not recognized gain or loss as a result of the receipt of Knightsbridge common stock, or the deemed receipt of the fractional share thereof in exchange for Golden Ocean common stock; |
· | The aggregate adjusted tax basis in the Golden Ocean common stock that is surrendered will be allocated between the Knightsbridge common stock received and the fractional share based on their relative fair market values; |
· | A U.S. Holder's aggregate adjusted tax basis in the shares of Knightsbridge common stock received will be equal to the adjusted tax basis in Golden Ocean common stock allocated to the shares; |
· | A U.S. Holder will recognize gain or loss in respect of cash received in lieu of Knightsbridge common stock equal to the amount by which cash received in lieu of the fractional share exceeds adjusted tax basis allocated to the fractional share; and |
· | A U.S Holder's holding period for the shares of Knightsbridge common stock received in the exchange will generally include the holding period of the Golden Ocean common stock it surrendered. |
A. | Yes. If you have not voted through your bank, broker, trustee or other nominee, there are three ways you can change your vote after you have submitted your proxy: |
· | First, you may complete and submit a written notice to the corporate secretaries of Knightsbridge or Golden Ocean at the addresses below: |
Knightsbridge Shipping Limited
Par-la-Ville Place, 14 Par-la-Ville Road Hamilton, HM 08 Bermuda Attention: Georgina Sousa |
Golden Ocean Group Limited
Par-la-Ville Place, 14 Par-la-Ville Road Hamilton, HM 08 Bermuda Attention: Georgina Sousa |
· | Second, you may complete and submit a new proxy card or vote in accordance with the instructions included on the relevant proxy card. Your latest vote actually received by Knightsbridge or Golden Ocean before the Special General Meetings will be counted, and any earlier votes will be revoked. |
· | Third, you may attend the Special General Meetings and vote in person. Any earlier proxy will thereby be revoked. However, simply attending the meeting without voting will not revoke any earlier proxy you may have given. |
A. | You should come to at , local time, on , 2015. If you hold your shares in "street name," you will need to bring proof of ownership (by means of a brokerage statement, letter from your bank or broker or similar means proving your ownership of shares as of the Record Date) to be admitted to the meeting. Only shareholders of record as of the Record Date for the Special General Meeting can vote in person at the Special General Meeting. If your shares are held in "street name," then you are not the shareholder of record and you must ask your bank, broker, trustee or other nominee how you can vote at the Special General Meeting. |
A. | You must give written notice of the intention to attend and vote in person or by proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarized certified copy of that power of attorney, and have this sent to Nordea Bank ASA if your shares are listed on the Oslo Stock Exchange, or Golden Ocean's Company Secretary if your shares are listed on the Singapore Stock Exchange, and the notification must reach Nordea Bank ASA or Golden Ocean's Company Secretary, respectively, by no later than 48 hours before the time for holding the Special General Meeting. Only shareholders of record as of the Record Date are entitled to vote at the Special General Meeting. If your shares are held in "street name," then you are not the shareholder of record and you must ask your bank, broker, trustee or other nominee how you can vote at the Special General Meeting. You can contact Nordea Bank ASA at the following address: |
A. | Yes. We have set forth a list of risk factors that you should consider carefully in connection with the Merger. See the section entitled "Risk Factors." |
A. | Yes. Any Knightsbridge or Golden Ocean shareholder who does not vote in favor of the merger and is not satisfied that fair value has been offered for such shareholder's shares may apply to the Supreme Court of Bermuda to appraise the fair value of those shares. Any shareholder intending to exercise appraisal rights MUST file its application for appraisal of the fair value of its common shares with the Supreme Court of Bermuda within ONE MONTH after the date the notice convening the special general meeting is deemed to have been received. Shareholders who properly exercise their appraisal rights are deemed to hold dissenting shares, or the Dissenting Shares. See the section entitled "The Merger – Dissenters' Rights." |
A. | Under Bermuda law, in the event of a merger of a Bermuda company with another company or corporation, any shareholder of the Bermuda company is entitled to receive fair value for its shares. The Knightsbridge Board considers the Merger Consideration (0.13749 common shares of Knightsbridge for one (1) share of Golden Ocean) to reflect the fair value for each Knightsbridge share, which based on the closing price of the Knightsbridge common shares on October 6, 2014, the day before the public announcement of the proposed merger, is equivalent to $8.49 per Knightsbridge common share. |
A. | Under Bermuda law, in the event of a merger of a Bermuda company with another company or corporation, any shareholder of the Bermuda company is entitled to receive fair value for its shares. Golden Ocean's board of directors considers the fair value for each Golden Ocean common share to be the Merger Consideration (0.13749 common shares of Knightsbridge) providing Golden Ocean shareholders with a value of approximately $1.17 for each Golden Ocean common share, based on the closing price of the Knightsbridge common shares on October 6, 2014, the day before the public announcement of the proposed merger. |
Q. | How will Golden Ocean shareholders with shares listed on the Oslo Stock Exchange receive the Merger Consideration? |
A. | The holders of shares in Golden Ocean that are listed on the Oslo Stock Exchange as of the date of the closing of the Merger, which will be registered as holders of common shares in Golden Ocean in Golden Ocean's register of shareholders with the Norwegian Central Securities Depository (Nw. Verdipapirsentralen), or the VPS, on the second trading day after the date of the closing of the Merger, or the VPS Record Date, will receive common shares in Knightsbridge as Merger Consideration, without any further action on the part of the Golden Ocean shareholder. For each common share recorded as held in Golden Ocean as of the VPS Record Date, each holder of such Golden Ocean common share will receive 0.13749 common shares in Knightsbridge, rounded down to the nearest whole common share. Knightsbridge will not issue any fractional common shares and each holder of a fractional share interest will be paid an amount in cash (without interest). Holders of Golden Ocean common shares cancelled pursuant to the Merger Agreement and any Dissenting Shares will not receive Merger Consideration. |
Q. | How will Golden Ocean shareholders with shares listed on the Singapore Stock Exchange receive the Merger Consideration? |
A. | The holders of common shares in Golden Ocean that are listed on the Singapore Stock Exchange and registered through the Central Depository (Pte) Limited, or the CDP, and hold shares with the CDP as at the date of the delisting of the shares from the Singapore Stock Exchange, will have their shares withdrawn from CDP. Such shares will be cancelled upon completion of the Merger and receive either electronic or physical share certificates of Knightsbridge common shares. The names of the CDP shareholders will be entered into Knightsbridge's share register as the respective holders of the relevant common shares in Knightsbridge. Each common share recorded as held in Golden Ocean in CDP as of the date of the delisting of the shares from the Singapore Stock Exchange will receive 0.13749 common shares of Knightsbridge, rounded down to the nearest whole common share. Knightsbridge will not issue any fractional common shares and each holder of a fractional share interest will be paid an amount in cash (without interest). Holders of Golden Ocean common shares cancelled pursuant to the Merger Agreement and any Dissenting Shares will not receive Merger Consideration. |
A. | If you have more questions about the Merger, including the procedures for voting your shares, you should contact: |
· | A U.S. Holder will not recognize gain or loss as a result of the receipt of Knightsbridge common shares, or the deemed receipt of the fractional share thereof in exchange for Golden Ocean common shares; |
· | The aggregate adjusted tax basis in the Golden Ocean common shares that is surrendered will be allocated between the Knightsbridge common shares received and the fractional shares based on their relative fair market values; |
· | A U.S. Holder's aggregate adjusted tax basis in the shares of Knightsbridge common shares received will be equal to the adjusted tax basis in Golden Ocean common shares allocated to the shares; |
· | A U.S. Holder will recognize gain or loss in respect of cash received in lieu of Knightsbridge common shares equal to the amount by which cash received in lieu of the fractional share exceeds adjusted tax basis allocated to the fractional share; and |
· | A U.S Holder's holding period for the shares of Knightsbridge common shares received in the exchange will generally include the holding period of the Golden Ocean common shares it surrendered. |
· | At the effective time of the Merger, restricted shares of Knightsbridge held by Golden Ocean Group Management (Bermuda) Ltd., or Golden Ocean Bermuda, will be cancelled. |
· | After the Merger, Herman Billung will serve as the principal executive officer of the Combined Company, as defined below, and Birgitte Ringstad Vartdal will serve as the principal financial officer of the Combined Company. |
· | After the Merger, the following directors, who currently serve on the Golden Ocean Board, will be appointed to the Knightsbridge Board: Mr. John Fredriksen and Mrs. Kate Blankenship. |
· | The Hemen Shareholder and certain of its affiliates, and the directors and officers of Golden Ocean, own approximately 41% of the issued and outstanding common shares of Golden Ocean. The Hemen Shareholder and certain of its affiliates, including Frontline 2012, and the directors and officers of Knightsbridge, own approximately 62% of the issued and outstanding common shares of Knightsbridge. Immediately after the closing of the Merger, the Hemen Shareholder and certain of its affiliates, including Frontline 2012, is expected to own 74,851,355 Knightsbridge common shares, which will represent approximately 53% of our issued and outstanding common shares after giving effect to the issuance of the Merger Consideration. |
· | The Merger Transactions provides for director and officer indemnification arrangements for each of Golden Ocean's directors and officers who are currently covered by Golden Ocean's indemnification arrangements and a directors' and officers' liability insurance policy that will continue for six years following completion of the Merger. |
1. | To consider and vote upon a proposal to authorize and approve the Merger Transactions, by and among Golden Ocean and Knightsbridge, pursuant to which Golden Ocean will merge into Knightsbridge; |
3. | Subject to the authorization and adoption of the Merger Transactions, to approve changing the name of Knightsbridge Shipping Limited to "Golden Ocean Group Limited." |
1. | To consider and vote upon a proposal to authorize and approve the Merger Transactions pursuant to which Golden Ocean will merge into Knightsbridge. |
· | supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products; |
· | changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products; |
· | the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products; |
· | global and regional economic and political conditions, including armed conflicts and terrorist activities, embargoes and strikes; |
· | changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; |
· | business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various countries, labor strikes, or adverse weather conditions. |
· | we may not be able to employ the Combined Company's vessels at charter rates as favorable as historical rates or at all or operate the Combined Company's vessels profitably; and |
· | the market value of the Combined Company's vessels could decrease, which may cause it to recognize losses if any of these vessels are sold or if their values are impaired. |
· | the need to upgrade secondhand and previously owned vessels as a result of charterer requirements; and |
Vessel Type
|
Vessel Name
|
Year Built
|
DWT
|
Flag
|
Spot/TC
|
Comment
|
Capesize
|
Channel Alliance
|
1996
|
171,978
|
Hong Kong
|
Spot
|
Operating
|
Capesize
|
Channel Navigator
|
1997
|
172,058
|
Hong Kong
|
Spot
|
Operating
|
Capesize
|
Battersea
|
2009
|
170,500
|
Marshall Island
|
Index TC
|
Operating
|
Capesize
|
Belgravia
|
2009
|
170,500
|
Marshall Island
|
Spot
|
Operating
|
Capesize
|
Golden Feng
|
2009
|
169,232
|
Marshall Island
|
Index TC
|
Operating
|
Capesize
|
Golden Magnum
|
2009
|
179,788
|
Hong Kong
|
Spot
|
Operating
|
Capesize
|
Golden Shui
|
2009
|
170,500
|
Marshall Island
|
Index TC
|
Operating
|
Capesize
|
Golden Beijing
|
2010
|
176,000
|
Hong Kong
|
Index TC
|
Operating
|
Capesize
|
Golden Future
|
2010
|
176,000
|
Hong Kong
|
Index TC
|
Operating
|
Capesize
|
Golden Zhejiang
|
2010
|
176,000
|
Hong Kong
|
Index TC
|
Operating
|
Capesize
|
Golden Zhoushan
|
2011
|
175,834
|
Hong Kong
|
Index TC
|
Operating
|
Capesize
|
KSL China
|
2013
|
176,000
|
Marshall Island
|
Spot
|
Operating
|
Capesize
|
KSL Salvador
|
2014
|
180,000
|
Hong Kong
|
Spot
|
Operating
|
Capesize
|
KSL San Francisco
|
2014
|
180,000
|
Hong Kong
|
Operating
|
|
Capesize
|
KSL Santiago
|
2014
|
180,000
|
Hong Kong
|
Spot
|
Operating
|
Capesize
|
KSL Santos
|
2014
|
180,000
|
Hong Kong
|
Operating
|
|
Capesize
|
KSL Sapporo
|
2014
|
180,000
|
Hong Kong
|
Spot
|
Operating
|
Capesize
|
KSL Seattle
|
2014
|
180,000
|
Hong Kong
|
Spot
|
Operating
|
Capesize
|
KSL Singapore
|
2014
|
180,000
|
Hong Kong
|
Spot
|
Operating
|
Capesize
|
KSL Sydney
|
2014
|
180,000
|
Hong Kong
|
Spot
|
Operating
|
Capesize
|
KSL Sakura
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
Golden Kathrine
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Aso
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Atlantic
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Baltic
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Barnet
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Bexley
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Caribbean
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Cirrus
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Finsbury
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Fulham
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Scape
|
2015
|
210,000
|
Newbuilding
|
||
Capesize
|
KSL Seoul
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Seville
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Shanghai
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Stockholm
|
2015
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Swift
|
2015
|
210,000
|
Newbuilding
|
||
Capesize
|
KSL Arcus
|
2016
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Calvus
|
2016
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Cumulus
|
2016
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Fractus
|
2016
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Incus
|
2016
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Mediterranean
|
2016
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Nimbus
|
2016
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Radiatus
|
2016
|
180,000
|
Newbuilding
|
||
Capesize
|
KSL Savannah
|
2016
|
180,000
|
Newbuilding
|
||
Ice class Panamax
|
Golden Ice
|
2008
|
75,500
|
Hong Kong
|
Spot
|
Operating
|
Ice class Panamax
|
Golden Opportunity
|
2008
|
75,500
|
Hong Kong
|
Spot
|
Operating
|
Ice class Panamax
|
Golden Saguenay
|
2008
|
75,500
|
Hong Kong
|
Spot
|
Operating
|
Ice class Panamax
|
Golden Strength
|
2009
|
75,500
|
Hong Kong
|
TC (expires in May 2015)
|
Operating
|
Ice class Panamax
|
Golden Suek
|
2011
|
74,500
|
Hong Kong
|
TC (expires in November 2016)
|
Operating
|
Ice class Panamax
|
Golden Bull
|
2012
|
74,500
|
Hong Kong
|
TC (expires in August 2017)
|
Operating
|
Ice class Panamax
|
Golden Brilliant
|
2013
|
74,500
|
Hong Kong
|
Spot
|
Operating
|
Ice class Panamax
|
Golden Diamond
|
2013
|
74,187
|
Hong Kong
|
Spot
|
Operating
|
Ice class Panamax
|
Golden Pearl
|
2013
|
74,187
|
Hong Kong
|
Spot
|
Operating
|
Ice class Panamax
|
Golden Ruby
|
2014
|
74,500
|
Hong Kong
|
Spot
|
Operating
|
Kamsarmax
|
Golden Eminence
|
2010
|
79,447
|
Hong Kong
|
Index TC
|
Operating
|
Kamsarmax
|
Golden Empress
|
2010
|
79,463
|
Hong Kong
|
TC (expires in December 2015)
|
Operating
|
Kamsarmax
|
Golden Endeavour
|
2010
|
79,600
|
Hong Kong
|
TC (expires in October 2020)
|
Operating
|
Kamsarmax
|
Golden Endurer
|
2011
|
79,600
|
Hong Kong
|
TC (expires in November 2020)
|
Operating
|
Kamsarmax
|
Golden Enterprise
|
2011
|
79,471
|
Hong Kong
|
Spot
|
Operating
|
Kamsarmax
|
Golden Daisy
|
2012
|
81,507
|
Marshall Island
|
Spot
|
Operating
|
Kamsarmax
|
Golden Ginger
|
2012
|
81,487
|
Marshall Island
|
Spot
|
Operating
|
Kamsarmax
|
Golden Rose
|
2012
|
81,585
|
Marshall Island
|
Spot
|
Operating
|
Supramax
|
Golden Aries
|
2015
|
63,800
|
Hong Kong
|
Spot
|
Newbuilding
|
Supramax
|
Golden Cecilie
|
2015
|
60,000
|
Hong Kong
|
Spot
|
Newbuilding
|
Supramax
|
Golden Cathrine
|
2015
|
60,000
|
Hong Kong
|
Spot
|
Newbuilding
|
Supramax
|
Golden Gemini
|
2015
|
63,800
|
Hong Kong
|
Spot
|
Newbuilding
|
Supramax
|
Golden Taurus
|
2015
|
63,800
|
Hong Kong
|
Spot
|
Newbuilding
|
Supramax
|
Golden Leo
|
2016
|
63,800
|
Hong Kong
|
Spot
|
Newbuilding
|
Supramax
|
Golden Libra
|
2016
|
63,800
|
Hong Kong
|
Spot
|
Newbuilding
|
Supramax
|
Golden Virgo
|
2016
|
63,800
|
Hong Kong
|
Spot
|
Newbuilding
|
Kamsarmax
|
Golden Eclipse
|
2010
|
79,600
|
Hong Kong
|
TC (expires in February 2020)
|
*
|
Panamax
|
Golden Lyderhorn
|
1999
|
74,242
|
Hong Kong
|
Spot
|
*
|
Panamax
|
Golden Heiwa
|
2007
|
76,596
|
Panama
|
Spot / Redelivery in January 2015
|
**
|
Panamax
|
Ocean Minerva
|
2007
|
75,698
|
Panama
|
Spot/ Redelivery in January 2015
|
**
|
Supramax
|
TBN
|
2015
|
58,000
|
Panama
|
Spot
|
**
|
Capesize
|
Golden Opus
|
2010
|
180,716
|
Hong Kong
|
Spot
|
***
|
Knightsbridge
(NASDAQ)
|
Knightsbridge
Dividends
|
Golden Ocean
(OSE)
|
Golden Ocean
Dividend
|
|||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
Year Ended December 31
|
||||||||||||||||
Quarterly for 2010
|
||||||||||||||||
First Quarter
|
$
|
17.45
|
$
|
13.36
|
$
|
0.40
|
NOK12.94
|
NOK9.43
|
$
|
0.025
|
||||||
Second Quarter
|
$
|
19.86
|
$
|
14.66
|
$
|
0.50
|
NOK12.55
|
NOK7.93
|
$
|
0.050
|
||||||
Third Quarter
|
$
|
22.18
|
$
|
16.82
|
$
|
0.50
|
NOK9.66
|
NOK7.22
|
$
|
0.050
|
||||||
Fourth Quarter
|
$
|
24.49
|
$
|
18.35
|
$
|
0.50
|
NOK8.77
|
NOK8.03
|
$
|
0.050
|
||||||
Quarterly for 2011
|
||||||||||||||||
First Quarter
|
$
|
25.80
|
$
|
22.41
|
$
|
0.50
|
NOK8.34
|
NOK6.86
|
$
|
0.040
|
||||||
Second Quarter
|
$
|
25.24
|
$
|
18.76
|
$
|
0.50
|
NOK7.19
|
NOK4.84
|
$
|
0.020
|
||||||
Third Quarter
|
$
|
22.70
|
$
|
16.00
|
$
|
0.50
|
NOK5.49
|
NOK3.58
|
$
|
0
|
||||||
Fourth Quarter
|
$
|
18.10
|
$
|
13.50
|
$
|
0.50
|
NOK4.79
|
NOK3.62
|
$
|
0
|
||||||
Quarterly for 2012
|
||||||||||||||||
First Quarter
|
$
|
15.81
|
$
|
13.48
|
$
|
0.35
|
NOK5.75
|
NOK3.90
|
$
|
0
|
||||||
Second Quarter
|
$
|
14.40
|
$
|
7.77
|
$
|
0.175
|
NOK5.35
|
NOK3.85
|
$
|
0
|
||||||
Third Quarter
|
$
|
8.94
|
$
|
5.91
|
$
|
0.175
|
NOK4.65
|
NOK3.83
|
$
|
0
|
||||||
Fourth Quarter
|
$
|
6.73
|
$
|
4.94
|
$
|
0.175
|
NOK4.49
|
NOK3.85
|
$
|
0
|
||||||
Quarterly for 2013
|
||||||||||||||||
First Quarter
|
$
|
8.33
|
$
|
5.31
|
$
|
0.175
|
NOK6.25
|
NOK4.41
|
$
|
0
|
||||||
Second Quarter
|
$
|
8.30
|
$
|
6.10
|
$
|
0.175
|
NOK6.72
|
NOK5.48
|
$
|
0.010
|
||||||
Third Quarter
|
$
|
10.69
|
$
|
6.75
|
$
|
0.175
|
NOK9.36
|
NOK6.27
|
$
|
0.010
|
||||||
Fourth Quarter
|
$
|
10.42
|
$
|
7.21
|
$
|
0.175
|
NOK15.40
|
NOK8.41
|
$
|
0.025
|
||||||
Quarterly for 2014
|
||||||||||||||||
First Quarter
|
$
|
14.85
|
$
|
8.51
|
$
|
0.20
|
NOK13.92
|
NOK11.30
|
$
|
0.025
|
||||||
Second Quarter
|
$
|
16.32
|
$
|
11.13
|
$
|
0.20
|
NOK11.91
|
NOK9.97
|
$
|
0.025
|
||||||
Third Quarter
|
$
|
14.70
|
$
|
8.66
|
0.05
|
NOK11.30
|
NOK7.31
|
$
|
0.007
|
|||||||
Fourth Quarter
|
$
|
9.24
|
$
|
3.57
|
0.05
|
NOK8.56
|
NOK4.57
|
|||||||||
Knightsbridge
(NASDAQ)
|
Knightsbridge
Dividends |
Golden Ocean
(OSE)
|
Golden Ocean
Dividend |
|||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
June
|
$
|
16.32
|
$
|
13.20
|
$
|
0.20
|
NOK11.36
|
NOK9.97
|
0.025
|
|||||||
July
|
$
|
14.70
|
$
|
11.34
|
-
|
NOK10.75
|
NOK9.66
|
-
|
||||||||
August
|
$
|
13.18
|
$
|
10.16
|
-
|
NOK11.30
|
NOK9.15
|
-
|
||||||||
September
|
$
|
13.35
|
$
|
8.66
|
$
|
0.20
|
NOK10.56
|
NOK7.30
|
0.025
|
|||||||
October
|
$
|
9.24
|
$
|
5.79
|
-
|
NOK7.40
|
NOK6.39
|
-
|
||||||||
November
|
$
|
8.74
|
$
|
5.56
|
-
|
NOK8.21
|
NOK5.60
|
-
|
||||||||
December
|
$
|
5.70
|
3.57
|
0.05
|
NOK5.85
|
NOK4.57
|
0.007
|
|||||||||
January (through January 21, 2015) | $ | 5.69 | $ | 3.95 | NOK6.65 | NOK4.63 |
Reference Date
|
Low
|
High
|
Average
|
Period End
|
Year
|
||||
2014
|
NOK 5.8995
|
NOK 7.4841
|
NOK 6.3083
|
NOK 7.4520
|
2013
|
NOK 5.4550
|
NOK 6.2516
|
NOK 5.8789
|
NOK 6.1466
|
2012
|
NOK 5.5569
|
NOK 6.1232
|
NOK 5.8174
|
NOK 5.5851
|
2011
|
NOK 5.2454
|
NOK 6.0268
|
NOK 5.6059
|
NOK 5.9751
|
2010
|
NOK 5.6088
|
NOK 6.7073
|
NOK 6.0448
|
NOK 5.8218
|
Reference Date
|
Low
|
High
|
Average
|
Period End
|
Month
|
||||
December 2014
|
NOK 6.9381
|
NOK 7.4841
|
NOK 7.3017
|
NOK 7.4520
|
November 2014
|
NOK 6.7321
|
NOK 7.0304
|
NOK 6.8158
|
NOK 7.0304
|
October 2014
|
NOK 6.4434
|
NOK 6.7510
|
NOK 6.5535
|
NOK 6.7510
|
September 2014
|
NOK 6.1874
|
NOK 6.4580
|
NOK 6.3524
|
NOK 6.4261
|
August 2014
|
NOK 6.1356
|
NOK 6.2794
|
NOK 6.1964
|
NOK 6.1975
|
July 2014
|
NOK 6.1533
|
NOK 6.2855
|
NOK 6.2023
|
NOK 6.2855
|
June 2014
|
NOK 5.9455
|
NOK 6.1649
|
NOK 6.0465
|
NOK 6.1331
|
May 2014
|
NOK 5.8995
|
NOK 5.9750
|
NOK 5.9410
|
NOK 5.9734
|
April 2014
|
NOK 5.9293
|
NOK 6.0208
|
NOK 5.9785
|
NOK 5.9492
|
March 2014
|
NOK 5.9503
|
NOK 6.0679
|
NOK 5.9986
|
NOK 5.9883
|
February 2014
|
NOK 6.0034
|
NOK 6.2850
|
NOK 6.1142
|
NOK 6.0034
|
January 2014
|
NOK 6.0666
|
NOK 6.2804
|
NOK 6.1585
|
NOK 6.2804
|
Fiscal year ended December 31,
|
||||||||||||||||||||||||
For the six months
ended June 30,
|
2013
|
2012
|
2011
|
2010
|
2009
|
|||||||||||||||||||
(in thousands of $, except common shares and per share data)
|
||||||||||||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||||||
Total operating revenues
|
40,698
|
37,546
|
37,315
|
55,497
|
40,825
|
8,480
|
||||||||||||||||||
Total operating expenses
|
22,470
|
30,722
|
27,307
|
24,457
|
17,267
|
4,974
|
||||||||||||||||||
Net operating income
|
18,228
|
6,824
|
10,008
|
31,040
|
23,558
|
3,506
|
||||||||||||||||||
Net income from continuing operations
|
17,228
|
3,530
|
5,882
|
27,058
|
20,145
|
2,576
|
||||||||||||||||||
Net (loss) income from discontinued operations
|
(228
|
)
|
(7,433
|
)
|
(59,311
|
)
|
5,594
|
18,412
|
19,104
|
|||||||||||||||
Net (loss) income
|
17,000
|
(3,903
|
)
|
(53,429
|
)
|
32,652
|
38,557
|
21,680
|
||||||||||||||||
Earnings per share from continuing operations: basic
|
0.46
|
0.14
|
0.24
|
1.11
|
1.05
|
0.15
|
||||||||||||||||||
Earnings per share from continuing operations: diluted
|
0.46
|
0.14
|
0.24
|
1.10
|
1.05
|
0.15
|
||||||||||||||||||
(Loss) earnings per share from discontinued operations: basic
|
(0.01
|
)
|
(0.29
|
)
|
(2.43
|
)
|
0.23
|
0.97
|
1.12
|
|||||||||||||||
(Loss) earnings per share from discontinued operations: diluted
|
(0.01
|
)
|
(0.29
|
)
|
(2.41
|
)
|
0.23
|
0.97
|
1.12
|
|||||||||||||||
(Loss) earnings per share: basic
|
0.45
|
(0.15
|
)
|
(2.19
|
)
|
1.34
|
2.02
|
1.27
|
||||||||||||||||
(Loss) earnings per share: diluted
|
0.45
|
(0.15
|
)
|
(2.17
|
)
|
1.33
|
2.02
|
1.27
|
||||||||||||||||
Cash distributions per share declared
|
0.575
|
0.70
|
1.20
|
2.00
|
1.70
|
0.25
|
||||||||||||||||||
Balance Sheet Data (at end of year):
|
||||||||||||||||||||||||
Cash and cash equivalents
|
18,130
|
98,250
|
79,259
|
46,848
|
56,771
|
7,964
|
||||||||||||||||||
Restricted cash
|
15,000
|
15,000
|
15,000
|
15,000
|
15,000
|
10,000
|
||||||||||||||||||
Newbuildings
|
99,047
|
26,706
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Vessels, net
|
527,898
|
262,747
|
273,826
|
436,273
|
459,032
|
344,399
|
||||||||||||||||||
Total assets
|
680,268
|
409,858
|
397,420
|
521,219
|
541,953
|
374,946
|
||||||||||||||||||
Current portion of long-term debt
|
2,604
|
—
|
4,700
|
3,600
|
3,600
|
13,960
|
||||||||||||||||||
Long-term debt
|
122,396
|
95,000
|
106,978
|
150,140
|
153,740
|
106,520
|
||||||||||||||||||
Share capital
|
491
|
305
|
244
|
244
|
244
|
171
|
||||||||||||||||||
Total equity
|
543,014
|
307,441
|
277,694
|
359,932
|
375,901
|
239,710
|
||||||||||||||||||
Common shares outstanding
|
49,121,550
|
30,472,061
|
24,437,000
|
24,425,699
|
24,425,699
|
17,100,000
|
For the six months
ended June 30,
|
Fiscal year ended December 31,
|
|||||||||||||||||||||||
|
2014 | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||
(in thousands of $, except common shares and per share data) | ||||||||||||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||||||
Total operating revenues
|
146,995
|
308,901
|
229,840
|
317,116
|
384,879
|
355,910
|
||||||||||||||||||
Total operating expenses
|
129,477
|
225,079
|
193,755
|
263,015
|
276,776
|
259,592
|
||||||||||||||||||
Net operating income
|
29,401
|
95,262
|
34,365
|
46,646
|
127,437
|
133,072
|
||||||||||||||||||
Net income
|
11,078
|
84,492
|
11,597
|
14,194
|
108,034
|
218,003
|
||||||||||||||||||
Net income attributable to Golden Ocean
|
11,494
|
83,875
|
11,602
|
14,319
|
111,133
|
216,988
|
||||||||||||||||||
Basic and diluted income per share attributable to Golden Ocean ($)
|
0.03
|
0.19
|
0.03
|
0.03
|
0.24
|
0.53
|
||||||||||||||||||
Cash dividends per share declared($)
|
0.050
|
0.045
|
—
|
0.06
|
0.175
|
—
|
For the six months
ended June 30,
|
Fiscal year ended December 31,
|
|||||||||||||||||||||||
2013
|
2012
|
2011
|
2010
|
2009
|
||||||||||||||||||||
(in thousands of $, except common shares)
|
||||||||||||||||||||||||
Balance Sheet Data (at end of year):
|
||||||||||||||||||||||||
Cash and cash equivalents incl. restricted deposit
|
133,335
|
98,841
|
112,537
|
138,284
|
180,041
|
92,728
|
||||||||||||||||||
Vessels under construction
|
26,694
|
16,144
|
116,082
|
216,965
|
262,337
|
480,454
|
||||||||||||||||||
Vessels and equipment, net
|
833,370
|
667,788
|
611,517
|
637,441
|
533,303
|
355,279
|
||||||||||||||||||
Vessels and equipment under capital lease, net
|
126,145
|
130,795
|
140,217
|
147,991
|
155,187
|
104,417
|
||||||||||||||||||
Refundable instalments for cancelled newbuilding contracts
|
149,477
|
192,976
|
100,325
|
-
|
-
|
-
|
||||||||||||||||||
Total assets
|
1,343,993
|
1,188,471
|
1,110,379
|
1,212,071
|
1,227,218
|
1,087,602
|
||||||||||||||||||
Current portion of long-term debt
|
66,144
|
41,214
|
38,733
|
62,962
|
35,993
|
57,729
|
||||||||||||||||||
Current portion of obligations under capital leases
|
7,195
|
7,370
|
6,837
|
6,426
|
6,112
|
3,530
|
||||||||||||||||||
Long-term debt
|
492,094
|
319,605
|
324,432
|
455,385
|
450,986
|
414,856
|
||||||||||||||||||
Obligations under capital leases
|
107,174
|
110,416
|
118,055
|
124,859
|
129,218
|
73,557
|
||||||||||||||||||
Share capital
|
44,731
|
44,726
|
44,726
|
45,699
|
45,699
|
56,699
|
||||||||||||||||||
Total equity attributable to Golden Ocean
|
636,827
|
620,782
|
537,805
|
529,389
|
573,820
|
512,213
|
||||||||||||||||||
Ordinary shares outstanding
|
447,321,293
|
447,261,796
|
447,261,796
|
456,990,107
|
456,990,107
|
456,990,107
|
Historic
Knightsbridge
|
Historic
Golden Ocean, IFRS IASB |
US GAAP
Selected
Adjustments
|
Notes-
4(A)
|
Pro Forma
Adjustments
|
Notes-
4(B)
|
Pro
Forma
Combined
|
||||||||||||||||||||||
ASSETS
|
||||||||||||||||||||||||||||
Current Assets
|
||||||||||||||||||||||||||||
Cash and equivalents
|
$
|
18,130
|
127,228
|
(40,000
|
)
|
(1
|
)
|
—
|
105,358
|
|||||||||||||||||||
Restricted cash
|
—
|
6,107
|
—
|
—
|
6,107
|
|||||||||||||||||||||||
Trade receivables, net
|
6,468
|
25,932
|
—
|
(19,935
|
)
|
(2
|
)
|
12,465
|
||||||||||||||||||||
Other receivables, net
|
931
|
—
|
—
|
14,312
|
(2
|
)(3)
|
15,243
|
|||||||||||||||||||||
Inventories
|
7,138
|
11,331
|
—
|
—
|
18,469
|
|||||||||||||||||||||||
Refundable instalments for cancelled newbuilding contracts
|
—
|
149,477
|
(149,477
|
)
|
(2
|
)
|
—
|
—
|
||||||||||||||||||||
Voyages in progress
|
824
|
—
|
—
|
—
|
824
|
|||||||||||||||||||||||
Prepaid expenses and accrued income
|
886
|
—
|
—
|
5,596
|
(2
|
)
|
6,482
|
|||||||||||||||||||||
Total Current Assets
|
34,377
|
320,075
|
(189,477
|
)
|
(27
|
)
|
164,948
|
|||||||||||||||||||||
Restricted cash
|
15,000
|
—
|
40,000
|
(1
|
)
|
—
|
55,000
|
|||||||||||||||||||||
Vessels, net
|
527,898
|
833,370
|
—
|
(88,920
|
)
|
(1
|
)
|
1,272,348
|
||||||||||||||||||||
Vessels held under capital lease, net
|
—
|
126,145
|
—
|
(102,165
|
)
|
(1
|
)
|
23,980
|
||||||||||||||||||||
Newbuildings
|
99,047
|
26,694
|
—
|
27,290
|
(1
|
)
|
153,031
|
|||||||||||||||||||||
Refundable instalments for cancelled newbuilding contracts
|
—
|
—
|
149,477
|
(2
|
)
|
7,203
|
156,680
|
|||||||||||||||||||||
Investments in associated companies
|
—
|
9,937
|
—
|
8,254
|
(1
|
)
|
18,191
|
|||||||||||||||||||||
Derivative financial assets
|
—
|
3,411
|
—
|
—
|
3,411
|
|||||||||||||||||||||||
Available for sale financial assets
|
—
|
15,478
|
—
|
—
|
15,478
|
|||||||||||||||||||||||
Other long term receivables
|
—
|
8,883
|
—
|
—
|
8,883
|
|||||||||||||||||||||||
Value of long term charter parties
|
—
|
—
|
—
|
108,469
|
(1
|
)
|
108,469
|
|||||||||||||||||||||
Deferred charges
|
3,946
|
—
|
—
|
—
|
3,946
|
|||||||||||||||||||||||
Total Assets
|
$
|
680,268
|
1,343,993
|
—
|
(39,896
|
)
|
1,984,365
|
|||||||||||||||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||||||||||||||||||||||
Current Liabilities
|
||||||||||||||||||||||||||||
Current portion of long-term debt and capital lease obligations
|
$
|
2,604
|
73,339
|
(11,250
|
)
|
(3
|
)
|
—
|
64,693
|
|||||||||||||||||||
Accounts payable
|
1,773
|
32,059
|
—
|
(25,059
|
)
|
(2
|
)
|
8,773
|
||||||||||||||||||||
Accrued expenses
|
7,981
|
—
|
—
|
14,030
|
(2
|
)(3)
|
22,011
|
|||||||||||||||||||||
Due to related parties
|
—
|
535
|
—
|
—
|
535
|
|||||||||||||||||||||||
Deferred charter revenue
|
2,500
|
—
|
—
|
11,002
|
(2
|
)
|
13,502
|
|||||||||||||||||||||
Total Current Liabilities
|
14,858
|
105,933
|
(11,250
|
)
|
(27
|
)
|
109,514
|
|||||||||||||||||||||
Long-term debt and capital lease obligations, net of current portion
|
122,396
|
599,268
|
11,250
|
(3
|
)
|
(51,508
|
)
|
(1
|
)
|
681,406
|
||||||||||||||||||
Other liabilities
|
—
|
1,753
|
—
|
(1,753
|
)
|
(1
|
)
|
—
|
||||||||||||||||||||
Total Liabilities
|
137,254
|
706,954
|
—
|
(53,288
|
)
|
790,920
|
||||||||||||||||||||||
Shareholders' Equity
|
||||||||||||||||||||||||||||
Common stock
|
491
|
44,731
|
—
|
(44,116
|
)
|
(1
|
)
|
1,106
|
||||||||||||||||||||
Other stockholders' equity
|
542,523
|
592,096
|
—
|
57,508
|
(1
|
)
|
1,192,127
|
|||||||||||||||||||||
|
543,014
|
636,827
|
—
|
13,392
|
1,193,233
|
|||||||||||||||||||||||
Non-controlling interest
|
—
|
212
|
—
|
—
|
212
|
|||||||||||||||||||||||
Total Shareholders' Equity
|
543,014
|
637,039
|
—
|
13,392
|
1,193,445
|
|||||||||||||||||||||||
Total liabilities and shareholders' equity
|
$
|
680,268
|
1,343,993
|
—
|
(39,896
|
)
|
1,984,365
|
(in thousands, except per share data)
|
Historic
Knightsbridge
|
Historic Golden
Ocean,
IFRS IASB
|
US GAAP
Selected
Adjustments
|
Notes –
5(A) |
Pro Forma
Adjustments
|
Notes –
5(B) |
Pro Forma
Combined
|
|||||||||||||||||||||
Operating revenue
|
||||||||||||||||||||||||||||
Time charter revenue
|
$
|
15,503
|
68,682
|
—
|
(9,039
|
)
|
(1
|
)
|
75,146
|
|||||||||||||||||||
Voyage charter revenue
|
11,262
|
72,313
|
—
|
—
|
83,575
|
|||||||||||||||||||||||
Other income
|
13,933
|
6,000
|
—
|
(335
|
)
|
(2
|
)
|
19,598
|
||||||||||||||||||||
Total operating revenue
|
40,698
|
146,995
|
—
|
(9,374
|
)
|
178,319
|
||||||||||||||||||||||
Operating expenses
|
||||||||||||||||||||||||||||
Voyage expenses and commissions
|
7,242
|
44,102
|
—
|
(335
|
)
|
(2
|
)
|
51,009
|
||||||||||||||||||||
Ship operating expenses
|
6,357
|
26,345
|
9,743
|
(2
|
)
|
—
|
42,445
|
|||||||||||||||||||||
Charter hire expenses
|
—
|
30,941
|
—
|
—
|
30,941
|
|||||||||||||||||||||||
Administrative expenses
|
2,479
|
5,571
|
—
|
—
|
8,050
|
|||||||||||||||||||||||
Depreciation
|
6,392
|
22,518
|
(2,310
|
)
|
(2
|
)
|
(4,580
|
)
|
(3
|
)
|
22,020
|
|||||||||||||||||
Total operating expenses
|
22,470
|
129,477
|
7,433
|
(4,915
|
)
|
154,465
|
||||||||||||||||||||||
Other gains (losses), net
|
—
|
11,883
|
(12,298
|
)
|
)
|
—
|
(415
|
)
|
||||||||||||||||||||
Net operating income
|
18,228
|
29,401
|
(19,731
|
)
|
(4,459
|
)
|
23,439
|
|||||||||||||||||||||
Interest income
|
10
|
595
|
—
|
—
|
605
|
|||||||||||||||||||||||
Interest expense
|
(755
|
)
|
(15,409
|
)
|
2,896
|
(2
|
)
|
1,909
|
(4
|
)
|
(11,359
|
)
|
||||||||||||||||
Loss on freight forward agreements
|
—
|
—
|
(6,275
|
)
|
(1
|
)
|
—
|
(6,275
|
)
|
|||||||||||||||||||
Loss on interest rate swaps
|
—
|
—
|
(5,108
|
)
|
(1
|
)
|
—
|
(5,108
|
)
|
|||||||||||||||||||
Income from associated companies
|
—
|
—
|
7,621
|
(1
|
)
|
(95
|
)
|
(5
|
)
|
7,526
|
||||||||||||||||||
Profit on sale of securities
|
—
|
—
|
1,342
|
(1
|
)
|
—
|
1,342
|
|||||||||||||||||||||
Other financial items
|
(255
|
)
|
(3,414
|
)
|
3,766
|
(1
|
)
|
(150
|
)
|
(6
|
)
|
(53
|
)
|
|||||||||||||||
Income from continuing operations before income taxes
|
17,228
|
11,173
|
(15,489
|
)
|
(2,795
|
)
|
10,117
|
|||||||||||||||||||||
Income taxes
|
—
|
(75
|
)
|
—
|
—
|
(75
|
)
|
|||||||||||||||||||||
Income from continuing operations after income taxes
|
17,228
|
11,098
|
(15,489
|
)
|
(2,795
|
)
|
10,042
|
|||||||||||||||||||||
Net loss attributable to noncontrolling interest
|
—
|
396
|
—
|
—
|
396
|
|||||||||||||||||||||||
Net earnings from continuing operations attributable to common shareholders
|
$
|
17,228
|
11,494
|
(15,489
|
)
|
(2,795
|
)
|
10,438
|
||||||||||||||||||||
Weighted-average number of common shares outstanding
|
||||||||||||||||||||||||||||
Basic
|
37,497
|
447,262
|
98,997
|
|||||||||||||||||||||||||
Diluted
|
37,646
|
452,117
|
99,814
|
|||||||||||||||||||||||||
Net earnings attributable to common shareholders, per common share
|
||||||||||||||||||||||||||||
Basic
|
$
|
0.46
|
0.025
|
0.11
|
||||||||||||||||||||||||
Diluted
|
$
|
0.46
|
0.025
|
0.10
|
(in thousands, except per share data)
|
Historic
Knightsbridge
|
Historic
Golden Ocean,
IFRS IASB
|
US GAAP
Selected
Adjustments
|
Notes –
6(A) |
Pro Forma
Adjustments
|
Notes –
6(B) |
Pro Forma
Combined
|
||||||||||||||||
Operating revenue
|
|||||||||||||||||||||||
Time charter revenue
|
$
|
27,677
|
165,036
|
—
|
(18,078
|
)
|
(1
|
)
|
174,635
|
||||||||||||||
Voyage charter revenue
|
9,869
|
111,421
|
—
|
—
|
121,290
|
||||||||||||||||||
Other income
|
—
|
32,444
|
—
|
(469
|
)
|
(2
|
)
|
31,975
|
|||||||||||||||
Total operating revenue
|
37,546
|
308,901
|
—
|
(18,547
|
)
|
327,900
|
|||||||||||||||||
Operating expenses
|
|||||||||||||||||||||||
Voyage expenses and commissions
|
6,809
|
70,448
|
—
|
(469
|
)
|
(2
|
)
|
76,788
|
|||||||||||||||
Ship operating expenses
|
7,897
|
46,012
|
4,486
|
(2
|
)
|
—
|
58,395
|
||||||||||||||||
Charter hire expenses
|
—
|
57,723
|
—
|
—
|
57,723
|
||||||||||||||||||
Administrative expenses
|
4,937
|
12,233
|
—
|
—
|
17,170
|
||||||||||||||||||
Depreciation
|
11,079
|
38,664
|
(2,025
|
)
|
(2
|
)
|
(7,287
|
)
|
(3
|
)
|
40,431
|
||||||||||||
Total operating expenses
|
30,722
|
225,080
|
2,461
|
(7,756
|
)
|
250,507
|
|||||||||||||||||
Other gains, net
|
—
|
11,440
|
(11,440
|
)
|
(1
|
)
|
—
|
—
|
|||||||||||||||
Net operating income
|
6,824
|
95,261
|
(13,901
|
)
|
(10,791
|
)
|
77,393
|
||||||||||||||||
Interest income
|
41
|
1,096
|
—
|
—
|
1,137
|
||||||||||||||||||
Interest expense
|
(2,827
|
)
|
(19,115
|
)
|
—
|
5,799
|
(4
|
)
|
(16,143
|
)
|
|||||||||||||
Gain on freight forward agreements
|
—
|
—
|
7,291
|
(1
|
)
|
—
|
7,291
|
||||||||||||||||
Gain on interest rate swaps
|
—
|
—
|
6,187
|
(1
|
)
|
—
|
6,187
|
||||||||||||||||
Income from associated companies
|
—
|
—
|
4,149
|
(1
|
)
|
(192
|
)
|
(5
|
)
|
3,957
|
|||||||||||||
Profit on sale of securities
|
—
|
—
|
955
|
(1
|
)
|
—
|
955
|
||||||||||||||||
Other financial items
|
(508
|
)
|
7,423
|
(7,142
|
)
|
(1
|
)
|
(300
|
)
|
(6
|
)
|
(527
|
)
|
||||||||||
Income from continuing operations before income taxes
|
3,530
|
84,665
|
(2,461
|
)
|
(5,484
|
)
|
80,250
|
||||||||||||||||
Income taxes
|
—
|
(174
|
)
|
—
|
—
|
(174
|
)
|
||||||||||||||||
Income from continuing operations after income taxes
|
3,530
|
84,491
|
(2,461
|
)
|
(5,484
|
)
|
80,076
|
||||||||||||||||
Net earnings attributable to noncontrolling interest
|
—
|
(617
|
)
|
—
|
—
|
(617
|
)
|
||||||||||||||||
Net earnings from continuing operations attributable to common shareholders
|
$
|
3,530
|
83,874
|
(2,461
|
)
|
(5,484
|
)
|
79,459
|
|||||||||||||||
Weighted-average number of common shares outstanding
|
|||||||||||||||||||||||
Basic
|
25,620
|
447,262
|
87,120
|
||||||||||||||||||||
Diluted
|
25,796
|
452,207
|
87,976
|
||||||||||||||||||||
Net earnings attributable to common shareholders, per common share
|
|||||||||||||||||||||||
Basic
|
$
|
0.14
|
0.19
|
0.91
|
|||||||||||||||||||
Diluted
|
$
|
0.14
|
0.19
|
0.90
|
Golden Ocean outstanding shares
|
447,321
|
|||
Exchange Ratio
|
0.13749
|
|||
Knightsbridge common stock issued to Golden Ocean shareholders (in thousands)
|
61,500
|
|||
Closing price per share on January 16, 2015
|
$
|
4.83
|
||
Total estimated purchase price consideration
|
$
|
297,045
|
Total estimated purchase price consideration
|
$
|
297,045
|
||
Fair value of non-controlling interest
|
212
|
|||
|
297,257
|
|||
Fair value of net assets acquired and liabilities assumed
|
650,431
|
|||
Bargain purchase gain
|
$
|
(353,174
|
)
|
|
Current assets
|
130,598
|
|||
Restricted cash
|
40,000
|
|||
Vessels, net
|
744,450
|
|||
Vessels held under capital lease
|
23,980
|
|||
Newbuildings
|
53,984
|
|||
Refundable installments for cancelled newbuilding contracts
|
156,680
|
|||
Derivative financial assets
|
3,411
|
|||
Investments in associated companies
|
18,191
|
|||
Available for sale financial assets
|
15,478
|
|||
Value of long term time charters
|
108,469
|
|||
Long term receivables
|
8,883
|
|||
Current liabilities
|
(97,938
|
)
|
||
Non-current liabilities
|
(555,755
|
)
|
||
Fair value of net assets acquired and liabilities assumed
|
650,431
|
(in thousands except per share data)
|
Price per
Knightsbridge
Share
|
Golden
Ocean
Exchanged
Shares
|
Total
Purchase
Price
Consideration
|
Bargain
Purchase
Gain
|
||||||||||||
4.83
|
61,500
|
297,045
|
353,174
|
|||||||||||||
Decrease of 20%
|
3.86
|
61,500
|
237,390
|
412,829
|
||||||||||||
Increase of 20%
|
5.80
|
61,500
|
356,700
|
293,519
|
1. | Golden Ocean's loan agreements contain a financial covenant, which requires the company to maintain a minimum cash balance of $40.0 million throughout the term of the loan and so this balance has been reclassified from cash in order to conform with Knightsbridge's accounting policy under U.S. GAAP. The restricted cash is classified as non-current as it relates to long term debt. |
|
Pro Forma
|
||||||||||||||
(amounts in thousands US$)
|
Adjustments(1)
|
Reclassifications(2)
|
Eliminations(3)
|
Total
|
|||||||||||
ASSETS
|
|||||||||||||||
Current Assets
|
|||||||||||||||
Trade receivables, net
|
$
|
—
|
$
|
(19,935
|
)
|
$
|
—
|
$
|
(19,935
|
)
|
|||||
Other receivables, net
|
—
|
14,339
|
(27
|
)
|
14,312
|
||||||||||
Prepaid expenses and accrued income
|
—
|
5,596
|
—
|
5,596
|
|||||||||||
Total Current Assets
|
—
|
—
|
(27
|
)
|
(27
|
)
|
|||||||||
Vessels, net
|
(88,920
|
)(a)
|
—
|
—
|
(88,920
|
)
|
|||||||||
Vessels held under capital lease, net
|
(102,165
|
)(b)
|
—
|
—
|
(102,165
|
)
|
|||||||||
Newbuildings
|
27,290
|
(c)
|
—
|
—
|
27,290
|
||||||||||
Refundable instalments for cancelled newbuilding contracts
|
7,203
|
(d)
|
—
|
—
|
7,203
|
||||||||||
Investments in associated companies
|
8,254
|
(e)
|
—
|
—
|
8,254
|
||||||||||
Value of long term time charters
|
108,469
|
(f)
|
—
|
108,469
|
|||||||||||
Total Assets
|
$
|
(39,869
|
)
|
$
|
—
|
$
|
(27
|
)
|
$
|
(39,896
|
)
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||||||||||||||
Current Liabilities
|
|||||||||||||||
Accounts payable
|
—
|
(25,059
|
)
|
—
|
(25,059
|
)
|
|||||||||
Accrued expenses
|
—
|
14,057
|
(27
|
)
|
14,030
|
||||||||||
Deferred charter revenue
|
—
|
11,002
|
—
|
11,002
|
|||||||||||
Total Current Liabilities
|
—
|
—
|
(27
|
)
|
(27
|
)
|
|||||||||
Long term debt
|
19,021
|
(h)
|
—
|
—
|
19,021
|
||||||||||
Obligations under finance lease
|
(70,529
|
)(g)
|
—
|
—
|
(70,529
|
)
|
|||||||||
Other long term liabilities
|
(1,753
|
)(i)
|
—
|
—
|
(1,753
|
)
|
|||||||||
Total Liabilities
|
(53,261
|
)
|
—
|
(27
|
)
|
(53,288
|
)
|
||||||||
Shareholders' Equity
|
|||||||||||||||
Common stock
|
(44,116
|
)(j)
|
—
|
—
|
(44,116
|
)
|
|||||||||
Other shareholders' equity
|
57,508
|
(j)
|
—
|
57,508
|
|||||||||||
Total Shareholders' Equity
|
13,392
|
—
|
—
|
13,392
|
|||||||||||
Total Liabilities and Shareholders' Equity
|
$
|
(39,869
|
)
|
$
|
—
|
$
|
(27
|
)
|
$
|
(39,896
|
)
|
a) | Vessels, net – The estimated fair value and the book value of Golden Ocean's vessels as of June 30, 2014 is $744.5 million and $833.4 million, respectively, giving rise to a preliminary purchase price allocation adjustment of $88.9 million. The estimated fair value is based on management's estimates after considering market values obtained from independent ship brokers, which are inherently uncertain, and based on charter free vessels. In addition, vessel values are highly volatile; as such, these estimates may not be indicative of the current or future basic market value of the vessels or prices that could be achieved if the vessels were sold. |
Share
Capital
|
Other
Shareholders'
Equity
|
Shareholders'
Equity
|
||||||||||
Issuance by Knightsbridge of 61.5 million shares at $4.83 per share being the closing share price on January 16, 2015
|
615
|
296,430
|
297,045
|
|||||||||
Elimination of Golden Ocean's historic balances
|
(44,731
|
)
|
(592,096
|
)
|
(636,827
|
)
|
||||||
Bargain purchase gain arising on the combination
|
—
|
353,174
|
353,174
|
|||||||||
$
|
(44,116
|
)
|
$
|
57,508
|
$
|
13,392
|
(amounts in thousands US$)
|
Reclassifications(1)
|
Adjustments(2)
|
Total
|
|||||||||
Ship operating costs
|
—
|
(9,743
|
)
|
(9,743
|
)
|
|||||||
Depreciation
|
—
|
2,310
|
2,310
|
|||||||||
Other gains (losses), net
|
(1,346
|
)
|
(10,952
|
)
|
(12,298
|
)
|
||||||
Operating income
|
(1,346
|
)
|
(18,385
|
)
|
(19,731
|
)
|
||||||
Interest expense
|
—
|
2,896
|
2,896
|
|||||||||
Loss on freight forward agreements
|
(6,275
|
)
|
—
|
(6,275
|
)
|
|||||||
Loss on interest rate swaps
|
(5,108
|
)
|
—
|
(5,108
|
)
|
|||||||
Income from associated companies
|
7,621
|
—
|
7,621
|
|||||||||
Profit on sale of securities
|
1,342
|
—
|
1,342
|
|||||||||
Other financial items
|
3,766
|
—
|
3,766
|
|||||||||
Net earnings attributable to common shareholders
|
—
|
(15,489
|
)
|
(15,489
|
)
|
· | Ship operating costs and depreciation – Golden Ocean capitalizes dry docking costs as a separate component of the carrying value of its vessels and amortizes this cost over its estimated useful life. Such costs are expensed as incurred by Knightsbridge and so dry docking costs, which have been capitalized in the period have been expensed and the amortization relating to dry docking costs has been reversed. |
· | Interest expense - Interest expense has been adjusted to reflect the fact that Golden Ocean bifurcated the convertible loan and the conversion option and recorded an equity element under IFRS whereas there would be no bifurcation of this equity element under U.S. GAAP. This resulted in the IFRS interest expense being $2.9 million higher that it would have been under U.S. GAAP. The Company has applied a straight-line amortization method for this element since this approximates the effective interest rate method. |
· | Other gains (losses), net – Gains of $11.0 million relating to refundable installments and interest for cancelled newbuilding contracts as of June 30, 2014, have been recognized under IFRS upon reclassification of the newbuilding installment payments as a financial asset measured at fair value upon conclusion of the initial arbitration hearings during the second quarter of 2014. However, this gain has not been recognized under U.S. GAAP since gain contingencies related to the final resolution of the arbitration process and any related appeals have not been fully resolved as of June 30, 2014. |
1. | Time charter revenue – The fair value of time charter contracts recognized as part of the preliminary purchase price allocation will be amortized on a straight line basis over the length of those contracts, for which the remaining contract lengths range from 10 months to 7.5 years, and estimated amortization of $9.0 million has been recorded in the six months ended June 30, 2014. |
2. | Other income and voyage expenses and commissions – Golden Ocean is currently the manager of Knightsbridge's dry bulk vessels and receives a management fee equal to 1.25% of the gross freights earned by these vessels. This management fee has been eliminated from the combined pro forma statement of operations. |
(amounts in thousands US$)
|
Reclassifications(1)
|
Adjustments(2)
|
Total
|
|||||||||
Ship operating costs
|
—
|
(4,486
|
)
|
(4,486
|
)
|
|||||||
Depreciation
|
—
|
2,025
|
2,025
|
|||||||||
Other gains, net
|
(11,440
|
)
|
—
|
(11,440
|
)
|
|||||||
Operating income
|
(11,440
|
)
|
(2,461
|
)
|
(13,901
|
)
|
||||||
Gain on freight forward agreements
|
7,291
|
—
|
7,291
|
|||||||||
Gain on interest rate swaps
|
6,187
|
—
|
6,187
|
|||||||||
Income from associated companies
|
4,149
|
—
|
4,149
|
|||||||||
Profit on sale of securities
|
955
|
—
|
955
|
|||||||||
Other financial items
|
(7,142
|
)
|
—
|
(7,142
|
)
|
|||||||
Net earnings attributable to common shareholders
|
—
|
(2,461
|
)
|
(2,461
|
)
|
1. | Time charter revenue – The fair value of time charter contracts recognized as part of the preliminary purchase price allocation will be amortized on a straight line basis over the length of those contracts, for which the remaining contract lengths range from 10 months to 7.5 years, and estimated amortization of $18.1 million has been recorded in the year ended December 31, 2013. |
4. | Interest expense – This adjustment comprises two elements; the interest expense related to four vessels held under capital lease has been reduced by $5.3 million as a consequence of the fair value adjustment related to the lease obligations as part of the preliminary purchase price allocation. The average implicit rate in these four leases has been reduced from approximately 8.5% to 7% based on management's best estimate for effective cost of financing that could be obtained in the market as of June 30, 2014. In addition, the amortization of deferred charges related to Golden Ocean's long-term debt excluding the convertible bond has been reduced by $0.5 million as the value of deferred charges has been valued as $0 in the preliminary purchase price allocation. |
(shares in thousands)
|
Knightsbridge
|
Golden Ocean
|
Pro Forma
Combined
|
|||||||||
Weighted-average number of common shares outstanding:
|
||||||||||||
Basic
|
37,497
|
61,500
|
98,997
|
|||||||||
Dilutive effect of RSUs
|
149
|
—
|
149
|
|||||||||
Dilutive effect of stock options
|
—
|
668
|
668
|
|||||||||
Diluted
|
37,646
|
62,168
|
99,814
|
(shares in thousands)
|
Knightsbridge
|
Golden Ocean
|
Pro Forma
Combined
|
|||||||||
Weighted-average number of common shares outstanding:
|
||||||||||||
Basic
|
25,620
|
61,500
|
87,120
|
|||||||||
Dilutive effect of RSUs
|
176
|
—
|
176
|
|||||||||
Dilutive effect of stock options
|
—
|
680
|
680
|
|||||||||
Diluted
|
25,796
|
62,180
|
87,976
|
Vessel Name
|
Year Built
|
Year Acquired
|
Carrying Value
($ millions)
|
|||
Channel Alliance
|
1996
|
2004
|
18.3*
|
|||
Channel Navigator
|
1997
|
2004
|
19.3*
|
|||
Golden Feng
|
2009
|
2009
|
46.7
|
|||
Golden Shui
|
2009
|
2009
|
48.9*
|
|||
Golden Magnum
|
2009
|
2013/2014
|
44.9
|
|||
Golden Beijing
|
2010
|
2010
|
48.7*
|
|||
Golden Zhejiang
|
2011
|
2011
|
48.8
|
|||
Sum of all Capesize vessels
|
275.5
|
|||||
Golden Saguenay
|
2008
|
2008
|
26.4*
|
|||
Golden Opportunity
|
2008
|
2008
|
28.6*
|
|||
Golden Ice
|
2008
|
2008
|
29.9*
|
|||
Golden Strength
|
2009
|
2009
|
31.0*
|
|||
Golden Suek
|
2011
|
2011
|
34.4*
|
|||
Golden Bull
|
2012
|
2012
|
32.9*
|
|||
Golden Brilliant
|
2013
|
2013
|
29.0*
|
|||
Golden Pearl
|
2013
|
2013
|
25.3
|
|||
Golden Diamond
|
2013
|
2013
|
25.7
|
|||
Golden Ruby
|
2014
|
2014
|
27.9
|
|||
Sum of all Ice class Panamax vessels
|
291.2
|
|||||
Golden Eminence
|
2010
|
2010
|
29.3*
|
|||
Golden Empress
|
2010
|
2010
|
35.6*
|
|||
Golden Endeavour
|
2010
|
2010
|
35.7*
|
|||
Golden Endurer
|
2011
|
2011
|
36.5*
|
|||
Golden Enterprise
|
2011
|
2011
|
30.3*
|
|||
Golden Rose
|
2012
|
2014
|
33.1*
|
|||
Golden Daisy
|
2012
|
2014
|
33.2*
|
|||
Golden Ginger
|
2012
|
2014
|
33.0*
|
|||
Sum of all Kamsarmax vessels
|
266.7
|
|||||
Total
|
833.4
|
· | other gains and losses including impairment of available-for-sale financial assets, share of income from associates and joint ventures and settlement of claims receivables; |
· | negotiate and enter into new insurance contracts for the vessel through Golden Ocean's own insurance brokers; |
· | register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state; |
· | ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state. |
Six months ended June 30
|
Change
|
|||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Voyage charter revenues
|
72,314
|
52,810
|
19,504
|
36.9
|
||||||||||||
Time charter revenues
|
68,681
|
75,821
|
(7,140
|
)
|
(9.4
|
)
|
||||||||||
Other operating revenue
|
6,000
|
30,508
|
(24,508
|
)
|
(80.3
|
)
|
||||||||||
Total operating revenues
|
146,995
|
159,139
|
(12,144
|
)
|
(7.6
|
)
|
||||||||||
Voyage expenses and commissions
|
44,101
|
34,576
|
9,525
|
27.5
|
· | six vessels were re-delivered from time charters from September 2013 through to January 2014 and commenced trading on voyage charter, resulting in an increase in voyage charter revenues of $20.2 million from more vessels and higher market rates in the Capesize market; and |
· | two vessels, Golden Pearl and Golden Diamond, were purchased and delivered to Golden Ocean in the second quarter of 2013 and the third quarter of 2013 respectively, and one vessel, Golden Magnum, that was previously owned in a joint venture, of which Golden Ocean had 50% ownership, became wholly owned by Golden Ocean from the first quarter of 2014 when Golden Ocean purchased the remaining 50% of the JV owning the vessel, resulting in an increase in voyage charter revenues of $7.2 million. |
· | although the number of vessels trading in the short term market was more or less the same both in the first half of 2013 and 2014, three of the vessels were chartered out in the first half of 2014 in the time charter market , resulting in a decrease in voyage charter revenues of $7.9 million due to approximately 550 trading days less in the voyage charter market. |
· | from September 2013 to January 2014, seven vessels had favorable time charter contracts that expired and were re-delivered; of these six vessels commenced trading on voyage charter contracts, and one vessel commenced trading on time charter contract at lower rates compared to the expired contract, resulting in a decrease in time charter revenues of $26.5 million; and |
· | one time charter contract was amended in the first quarter of 2014, resulting in a decrease in time charter revenues of $1.0 million. |
· | seven vessels were delivered to Golden Ocean between June 2013 and May 2014, and mainly traded in the time charter market, resulting in a $6.7 million increase in time charter revenues; |
· | four vessels were trading on index based time charter contracts or in the time charter spot market, with higher time charter rates in the first half of 2014 compared with the first half of 2013, resulting in a $4.1 million increase; |
· | eight vessels trading under time charter contracts in the first quarter of 2014 with slightly higher rates than in the first half of 2013, resulting in an increase in time charter revenues of $1.9 million in total; and |
· | the activity on vessels chartered in on short term contracts that traded short term on cargo contracts or spot voyages was approximately 1,822 vessel trading days in the first half of 2013, compared with 1,949 vessel trading days in the first half of 2014. However, three of the vessels chartered in on short term contracts were charted out in the first half of 2014 in the time charter market, resulting in an increase in time charter revenues of $7.7 million. |
· | in the first half of 2013, three of the owned or leased vessels were partly trading in the voyage charter market, while in first half 2014, twelve of the owned or leased vessels traded in that voyage charter market, resulting in an increase in voyage costs of $16.2 million. |
· | voyage costs related to vessels chartered in on short term contracts that traded short term on cargo contracts or spot voyages was reduced by $6.7 million mainly due to reduced fuel consumption cost in first half 2014 relative to first half 2013. |
Change
|
||||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Vessel operating expenses
|
26,345
|
21,870
|
4,475
|
20.5
|
· | an increase of $2.6 million due to the delivery of one newbuilding that commenced operations in the fourth quarter of 2013 and five vessels purchased and delivered during the first quarter and the second quarter of 2014, |
· | an increase of $0.9 million due to the delivery of one newbuilding in first quarter of 2013 and one vessel purchased and delivered during the second quarter of 2013, and |
· | an increase in operating costs of $1.0 million in the first half of 2014 as compared to the first half of 2013 for the twenty-one vessels sailing both years. |
Six months ended June 30
|
Change
|
|||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Charter hire expense
|
30,941
|
26,354
|
4,587
|
17.4
|
Six months ended June 30
|
Change
|
|||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Administrative expenses
|
5,571
|
6,617
|
(1,046
|
)
|
(15.8
|
)
|
Six months ended June 30
|
Change
|
|||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Depreciation
|
17,846
|
14,147
|
3,699
|
26.1
|
||||||||||||
Depreciation on financial lease
|
4,672
|
4,672
|
-
|
-
|
Six months ended June 30
|
Change
|
|||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Gain (loss) on freight future contracts
|
(6,235
|
)
|
281
|
(6,516
|
)
|
(2
|
)
|
|||||||||
Gain (loss) from bunker derivatives
|
(40
|
)
|
(496
|
)
|
456
|
91.9
|
||||||||||
Gain (loss) from refundable instalments for cancelled newbuildings
|
10,537
|
-
|
10,537
|
-
|
||||||||||||
Share of income from associates and joint ventures
|
7,621
|
583
|
7,038
|
1,207.2
|
||||||||||||
11,883
|
368
|
11,515
|
3,129.1
|
Six months ended June 30
|
Change
|
|||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Interest income
|
595
|
516
|
79
|
15.3
|
Six months ended June 30
|
Change
|
|||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Interest expense
|
(15,408
|
)
|
(9,354
|
)
|
(6,054
|
)
|
64.7
|
· | a $5.9 million increase in interest expenses mainly related to effective interest expensed under Golden Ocean's $200 million convertible bond, that was issued in January 2014. The interest rate is 6.57%; and |
· | a $0.4 million increase in amortization of deferred charges, related to increased financing costs mainly due to the January 2014 convertible bond issuance. |
Six months ended June 30
|
Change
|
|||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Dividend received
|
325
|
-
|
325
|
-
|
||||||||||||
Interest swap
|
(5,108
|
)
|
7,955
|
(13,063
|
)
|
(164.2
|
)
|
|||||||||
Other financial items
|
1,369
|
(127
|
)
|
1,496
|
(1,1779.5
|
)
|
||||||||||
Six months ended June 30
|
Change
|
|||||||||||||||
(in thousands of $)
|
2014
|
2013
|
$
|
%
|
||||||||||||
Non-controlling interest
|
(396
|
)
|
(221
|
)
|
(175
|
)
|
79.2
|
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Voyage charter revenues
|
111,421
|
57,499
|
53,922
|
93.8
|
||||||||||||
Time charter revenues
|
165,036
|
169,638
|
(4,602
|
)
|
(2.7
|
)
|
||||||||||
Other operating revenue
|
32,444
|
2,703
|
29,741
|
1,100.3
|
||||||||||||
Total operating revenues
|
308,901
|
229,840
|
79,061
|
34.4
|
||||||||||||
Voyage expenses and commissions
|
70,448
|
37,054
|
33,394
|
90.12
|
· | three vessels were re-delivered from time charters in the third quarter of 2012, third quarter of 2013 and fourth quarter of 2013, respectively, and commenced trading on voyage charters, resulting in an increase in voyage charter revenues of $9.8 million from more vessels and higher market rates; |
· | one newbuilding, Golden Brilliant, was delivered to Golden Ocean in the first quarter of 2013, resulting in an increase in voyage charter revenues of $6.8 million; |
· | two vessels, Golden Pearl and Golden Diamond, were purchased and delivered to Golden Ocean in the second quarter of 2013 and the third quarter of 2013, respectively, resulting in an increase in voyage charter revenues of $2.7 million from increased volumes and higher rates obtained in the market; and |
· |
increased activity on Panamax vessels chartered in on short term contracts that traded short term on cargo contracts or spot voyages. This increased the activity from 1,750 to 4,300 vessel trading days from 2012 to 2013, resulting in an increase in revenues of $37.5 million, mainly explained by increase in volume, as the average rate obtained on the vessels chartered in and out was similar between the years.
|
· | one vessel, which changed from voyage charter to time charter in the second quarter of 2012, resulting in a decrease in voyage charter revenues of $1.4 million; and |
· | one newbuilding, Golden Bull, was delivered to Golden Ocean in the first quarter of 2012 and traded on voyage charter most of 2012 prior to entering onto a five-year time charter contract, resulting in a decrease in voyage charter revenues of $1.5 million. |
· | three vessels were re-delivered from time charter contracts in the third quarter of 2012, third quarter of 2013, and the fourth quarter of 2013, respectively, and commenced trading on voyage charters, resulting in a decrease in time charter revenues of $14.6 million; |
· | time charter contracts with charter rates higher than the current market expired for five vessels during the period, for four vessels in late 2012, and one vessel in early 2013, and the vessels continued to trade on short term time charter contracts at the market rate at the time, resulting in a decrease in time charter revenues of $8.4 million; and |
· | contracts for four vessels on time charters were amended in December 2012 whereby the customer paid most of the hire up front against a discount on the rate and this came into effect starting January 2013, and resulted in a decrease in time charter revenues of $2.7 million reflecting the discount obtained. |
· | six vessels chartered in on short term contracts during the first quarter of 2013 and the second quarter of 2013, and chartered out on time charter contracts, increasing revenue by $13.2 million; |
· | two of the newbuildings added to the fleet during the period, Golden Bull in the first quarter of 2012 and Golden Brilliant in the first quarter of 2013, partly traded in the time charter market, resulting in a increase of $5.5 million; |
· | one vessel, Golden Pearl, was purchased and delivered to Golden Ocean in the second quarter of 2013, resulting in a increase of $1.5 million for the period it traded in the time charter market; |
· | one vessel that changed from voyage charter to time charter in June 2012 resulted in an increase in time charter revenues of $0.1 million; and |
· | an increase of $0.8 million on a floating rate time charter contract as a result of an increase in market rates. |
· | in 2012, three of the owned and leased vessels were partly trading in the voyage charter market, while in 2013 seven of the owned and leased vessels traded in that market, resulting in an increase in voyage costs of $10.2 million; and |
· | an increase of $23.2 million due to higher activity on short term chartering activity, which includes vessels chartered in the short term are chartered out whether on a voyage charter or time charter, thereby increasing the activity from 1,750 to 4,300 vessel trading days from 2012 to 2013. Of the total change of $23.2 million only $1.0 million was due to change in rates, as the rates paid was more similar than the index between the two years. The remaining increase of $22.2 million was related to higher activity. |
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Vessel operating expenses
|
46,012
|
41,468
|
4,544
|
10.9
|
· | an increase of $3.3 million due to addition of one newbuilding, Golden Brilliant, in the first quarter of 2013 and two vessels, Golden Pearl and Golden Diamond, purchased during the second and third quarters of 2013; |
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Charter hire expense
|
57,723
|
29,747
|
27,976
|
94.0
|
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Administrative expenses
|
12,233
|
13,207
|
(974
|
)
|
(7.4
|
)
|
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Depreciation
|
29,242
|
26,413
|
2,829
|
10.7
|
||||||||||||
Depreciation on financial lease
|
9,422
|
9,379
|
43
|
0.5
|
||||||||||||
Impairment loss
|
-
|
30,288
|
(30,288
|
)
|
-
|
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Gain (loss) from bunker derivatives
|
(77
|
)
|
(634
|
)
|
557
|
(87.9
|
)
|
|||||||||
Share of income from associates and joint ventures
|
4,149
|
1,422
|
2,727
|
191.8
|
||||||||||||
Gain (loss) on freight future contracts
|
7,368
|
(2,509
|
)
|
9,877
|
393.7
|
|||||||||||
|
11,440
|
(1,721
|
)
|
13,161
|
764.28
|
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Interest income
|
1,096
|
1,372
|
(276
|
)
|
(20.1
|
)
|
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Interest expense
|
(19,115
|
)
|
(21,356
|
)
|
2,241
|
(10.5
|
)
|
· | a $0.5 million decrease in the capital lease interest expense as a result of reduction in finance lease obligations; and |
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Foreign currency exchange gain (losses)
|
-
|
138
|
(138
|
)
|
-
|
|||||||||||
Dividend received
|
-
|
1,219
|
1,140
|
-
|
||||||||||||
Interest swap
|
6,187
|
(4,913
|
)
|
11,100
|
225.9
|
|||||||||||
Other financial items
|
1,236
|
840
|
396
|
47.1
|
||||||||||||
· | foreign exchange profits of $0.5 million in relation to the financial leases on Golden Heiwa and Ocean Minerva; and |
· | amortization of a gain from a sale leaseback transaction of $0.3 million offset by bank charges of $0.5 million. |
Change
|
||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
$
|
%
|
||||||||||||
Non-controlling interest
|
617
|
(5
|
)
|
622
|
12,440.0
|
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Voyage charter revenues
|
57,499
|
129,148
|
(71,649
|
)
|
(55.5
|
)
|
||||||||||
Time charter revenues
|
169,638
|
187,146
|
(17,508
|
)
|
(9.4
|
)
|
||||||||||
Other operating revenue
|
2,703
|
822
|
1,881
|
228.8
|
||||||||||||
Total operating revenues
|
229,840
|
317,116
|
(87,276
|
)
|
(27.5
|
)
|
||||||||||
Voyage expenses and commissions
|
37,054
|
70,798
|
(33,744
|
)
|
(47.7
|
)
|
· | significantly reduced revenues from vessels chartered on short term performing cargo contracts or spot voyages for short term trading activity, due to reduced number of trading days from 3,200 vessel days in 2011 to 1,750 vessel days in 2012, result in a decrease in revenues of $54.5 million and reduced rates earned on these voyages due to a lower market, resulting in a decrease in revenues of $20.0 million, in total $74.5 million; |
· | one vessel leased in on a time charter contract trading on cargo voyages was redelivered to the owner in fourth quarter of 2011, resulting in a decrease in voyage charter revenues of $1.7 million; and |
· | one vessel that traded with voyage cargo entered into a time charter contract in the fourth quarter of 2011, resulting in a decrease in voyage charter revenues of $1.0 million. |
· | one newbuilding, Golden Bull, was delivered to Golden Ocean in the first quarter of 2012 and was trading on cargo voyages, resulting in an increase in revenues of $1.5 million; |
· | one vessel was redelivered from a time charter contract in the third quarter of 2012 due to a counterparty default and even though the new market rates obtained was lower than the previous time charter contract the vessel started trading on cargo voyages, resulting in an increase in voyage charter revenues of $3.6 million; and |
· | one vessel traded on spot voyages and on time charter contracts for 2012 and 2011. The number of days traded on spot voyages in 2012 were higher compared to 2011 and this resulted in an increase of voyage revenues of $0.6 million |
· | time charter contracts expired for four vessels from September to December 2011 and one vessel in the fourth quarter 2012, thereby causing these vessels to trade in the time charter market at lower rates, resulting in a decrease in time charter revenues of $9.7 million; |
· | one vessel was redelivered from a time charter contract in the third quarter of 2012 due to a counterparty default and started trading on cargo voyages, resulting in a decrease in time charter revenues of $5.8 million; |
· | charter parties for two vessels on time charter contracts were amended during the second and fourth quarters of 2011, resulting in a decrease in time charter revenues of $10.9 million; |
· | two vessels that were chartered in since 2007 on time charter contracts were redelivered to the owners in the fourth quarter of 2011, resulting in a decrease in time charter revenues of $9.2 million; and |
· | the spot market rates were lower in 2012 than in 2011, and one newbuilding vessel that was delivered in January 2011 was trading on an index linked time charter contract where the charter rate was based on a market index for both years, resulting in a decrease in time charter revenues of $2.0 million. |
· | three newbuilding vessels were delivered to the fleet during first, third, and fourth quarters of 2011 and began trading in the time charter market thereafter, contributing with an increase of $8.5 million in time charter revenue due to a full year of trading although at lower market rates; |
· | one newbuilding, Golden Bull, was delivered to Golden Ocean in the first quarter of 2012 and changed from cargo contracts to a time charter contract in the fourth quarter of 2012, resulting in an increase in revenues of $2.3 million; |
· | one vessel that traded with voyage cargo entered onto a time charter contract in the fourth quarter of 2011, resulting in an increase in time charter revenues of $0.8 million; |
· | two vessels entered into time charter contracts, with increased rates compared to previous time charter contracts, in the fourth quarter of 2011 and the first quarter of 2012, respectively, increasing revenues $6.3 million in 2012 as compared to 2011; and |
· | five vessels chartered in for short term trading activity were partly chartered out on time charters during 2012, as compared to one vessel in 2011, resulting in an increase of revenues of $2.0 million. |
· | a reduction of vessels from 3,200 vessel days in 2011 to 1,750 vessel days in 2012 that were chartered in short term performing cargo contracts or spot voyages for short term trading activity, resulting in a decrease in voyage expenses and commissions of $41.2 million, explained by lower volume and thereby lower voyage related costs. |
· | higher voyage expenses and commissions for the owned vessels trading in the voyage charter market, resulting in an increase of $7.4 million. |
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Vessel operating expenses
|
41,468
|
36,333
|
5,135
|
14.1
|
· | an increase of $1.6 million due to the addition of one newbuilding, Golden Bull, in the first quarter of 2012; |
· | an increase of $2.9 million as a result of four newbuildings deliveries during 2011, two in the first quarter, one in the third quarter and one in the fourth quarter; |
· | an increase of $0.6 million for vessels sailing for both years which is equivalent to 1.5% increase on the operating cost |
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Charter hire expense
|
29,747
|
72,627
|
(42,880
|
)
|
(59.0
|
)
|
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Administrative expenses
|
13,207
|
10,732
|
2,475
|
23.1
|
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Depreciation
|
26,413
|
22,648
|
3,765
|
16.6
|
||||||||||||
Depreciation on financial lease
|
9,379
|
11,185
|
(1,806
|
)
|
(16.1
|
)
|
||||||||||
Impairment loss
|
30,288
|
38,700
|
(8,412
|
)
|
(21.7
|
)
|
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Gain (loss) from bunker derivatives
|
(634
|
)
|
3,269
|
(3,903
|
)
|
(119.4
|
)
|
|||||||||
Share of income from associates and joint ventures
|
1,422
|
818
|
604
|
73.8
|
||||||||||||
Gain (loss) on freight future contracts
|
(2,509
|
)
|
2,557
|
(5,066
|
)
|
(198.1
|
)
|
|||||||||
(1,721
|
)
|
6,644
|
(8,365
|
)
|
(125.9
|
)
|
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Interest income
|
1,372
|
1,195
|
177
|
14.8
|
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Interest expenses
|
(21,356
|
)
|
(23,087
|
)
|
1,731
|
(7.5
|
)
|
· | a $0.5 million decrease in capital lease interest expenses as a result of reduction in finance lease obligations; and |
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Foreign currency exchange gain (losses)
|
138
|
(1,856
|
)
|
1,994
|
(107.4
|
)
|
||||||||||
Dividend received
|
1,219
|
4,876
|
(3,657
|
)
|
(75.0
|
)
|
||||||||||
Interest swap
|
(4,913
|
)
|
(13,408
|
)
|
8,495
|
63.4
|
||||||||||
Other financial items
|
840
|
(86
|
)
|
926
|
1076.7
|
Change
|
||||||||||||||||
(in thousands of $)
|
2012
|
2011
|
$
|
%
|
||||||||||||
Non-controlling interest
|
(5
|
)
|
(125
|
)
|
120
|
(96.0
|
)
|
Payment due by period
|
|||||||||||
Less than
|
More than
|
||||||||||
(In thousands of $)
|
Total
|
one year
|
1-3 years
|
3-5 years
|
5 years
|
||||||
Bank debt (1)
|
378,248
|
60,868
|
172,572
|
144,806
|
—
|
||||||
Convertible bond (2)
|
200,000
|
—
|
—
|
200,000
|
—
|
||||||
Sellers Credit
|
10,022
|
5,275
|
4,747
|
—
|
—
|
||||||
Newbuilding instalment
|
184,701
|
114,839
|
69,862
|
—
|
—
|
||||||
Capital leases
|
151,492
|
14,544
|
97,315
|
2,923
|
36,710
|
||||||
Operational leases
|
7,151
|
6,571
|
581
|
—
|
—
|
||||||
Total contractual cash obligations
|
931,614
|
202,097
|
345,077
|
347,729
|
36,710
|
(in thousands of $)
|
2013
|
2012
|
|
Frontline Ltd and subsidiaries
|
1,216
|
1,328
|
|
Total Liability
|
1,216
|
1,328
|
· | reviewed certain publicly available financial and other information about Golden Ocean and Knightsbridge, and held discussions with members of senior management of Golden Ocean concerning such matters; |
· | reviewed updated balance sheets for both Golden Ocean and Knightsbridge as of June 30, 2014, as well as condensed figures for September 30, 2014; |
· | reviewed certain information furnished to Fearnley by the management of Golden Ocean, including financial forecasts and analyses, relating to the business, operations and prospects of Golden Ocean, and held discussions with members of senior management of Golden Ocean concerning such matters; |
· | reviewed the share trading price history and valuation multiples for Golden Ocean common shares and Knightsbridge common shares; |
· | reviewed appraisals dated September 30, 2014 prepared by four shipbrokers appointed by Golden Ocean and four shipbrokers appointed by Knightsbridge in respect of the vessels owned by each of them, referred to as the Appraisals; and |
· | conducted such other financial studies, analyses and investigations as Fearnley deemed appropriate. |
Golden Ocean
|
Knightsbridge
|
||
Low value
|
High value
|
||
Fair market value of sailing vessels
|
705
|
705
|
578
|
Fair market value of new-build vessels
|
236
|
236
|
1,634
|
Net value of charter-in / charter-out
|
61
|
82
|
-
|
J/V investments, financial assets, cash
|
182
|
182
|
228
|
Refundable instalments
|
82
|
103
|
-
|
Less: Net debt, excl convertible bond
|
366
|
366
|
305
|
Less: Convertible bond
|
200
|
168
|
-
|
Less: Remaining new-build commitments
|
182
|
182
|
1,156
|
Net asset value
|
516
|
590
|
979
|
Number of shares outstanding
|
447.3
|
447.3
|
111.1
|
Net asset value per share
|
$1.15
|
$1.32
|
$8.80
|
· | reviewed the Appraisals provided by Knightsbridge, which Appraisals were on charter on a charter-free basis, free of liens and encrumbances, ready for prompt delivery and based on a willing buyer/willing seller basis; |
· | reviewed updated balance sheets for both Knightsbridge and Golden Ocean as of June 30, 2014, as well as condensed figures for September 30, 2014; |
· | reviewed and adjusted the value of existing contracts in excess and below current forward market rates for both Knightsbridge and Golden Ocean; |
· | familiarized itself with the business, operations, properties, financial condition, capitalization and prospects of Knightsbridge and Golden Ocean; |
· | the Merger will be consummated in accordance with the terms of the Merger Agreement and the Bermuda Merger Agreement; |
· | any representations and warranties made in the Merger Agreement and the Bermuda Merger Agreement were accurate and complete; |
· | there was no change in the assets, liabilities, financial condition, results of operations, business, or prospects of Knightsbridge or Golden Ocean since the date of the most recent information made available to Pareto that would be material to the analyses conducted by Pareto, and that there was no information or facts that would make the information reviewed by Pareto incomplete or misleading; and |
· | all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Knightsbridge or Golden Ocean or the contemplated benefits expected to be derived from the Merger Transactions. |
Period
|
Capesize
USD/day
|
Panamax
USD/day
|
|||||
4th Quarter 2014
|
$
|
15,250
|
$
|
8,475
|
|||
1st Quarter 2015
|
$
|
11,475
|
$
|
7,700
|
|||
2nd Quarter 2015
|
$
|
12,850
|
$
|
9,125
|
|||
3rd Quarter 2015
|
$
|
15,875
|
$
|
8,700
|
|||
2015
|
$
|
14,875
|
$
|
8,625
|
|||
2016
|
$
|
15,350
|
$
|
9,575
|
Items
|
Knightsbridge
|
Golden Ocean
|
|||||||
Total vessel appraisals
|
USDm
|
2,213
|
941
|
||||||
Cash and cash equivalents
|
"
|
214
|
138
|
||||||
Other working capital items (including value of charters)
|
"
|
14
|
99
|
||||||
Total gross asset values
|
"
|
2,441
|
1,178
|
||||||
Gross interest bearing debt
|
"
|
305
|
556
|
||||||
Remaining capital expenditures
|
"
|
1,156
|
182
|
||||||
Total gross debt and remaining capes
|
"
|
1,461
|
738
|
||||||
NAV with high value of refundable instalments to Jinhaiwan
|
|||||||||
Refunds
|
"
|
-
|
103
|
||||||
NAV
|
"
|
980
|
543
|
||||||
NAV per share
|
USD/share
|
8.82
|
1.21
|
||||||
New Knightsbridge shares to Golden Ocean
|
Millions
|
61.5
|
|||||||
NAV with low value of refundable instalments to Jinhaiwan
|
|||||||||
Refunds
|
USDm
|
-
|
82
|
||||||
NAV
|
"
|
980
|
522
|
||||||
NAV per share
|
USD/share
|
8.82
|
1.17
|
||||||
New Knightsbridge shares to Golden Ocean
|
Millions
|
59.2
|
2016E
|
|
||||||||||||||||||
P/E (consensus estimates)
|
2014E
|
|
2015E
|
|
2016E
|
|
annualized
|
||||||||||||
Knightsbridge earnings per share
|
USD/share
|
0.21
|
1.05
|
1.45
|
1.61
|
||||||||||||||
Golden Ocean earnings per share
|
"
|
0.03
|
0.11
|
0.11
|
0.12
|
||||||||||||||
1x Knightsbridge share = X Golden Ocean shares:
|
x
|
|
6.5
|
9.6
|
12.8
|
13.5
|
|||||||||||||
Number of Golden Ocean shares
|
Millions
|
447
|
447
|
447
|
447
|
||||||||||||||
New Knightsbridge shares to Golden Ocean
|
"
|
69.2
|
46.4
|
35.0
|
33.0
|
2016E
|
|
||||||||||||||||||
P/CF (consensus estimates)
|
2014E
|
|
2015E
|
|
2016E
|
|
annualized
|
||||||||||||
Knightsbridge cash flow per share
|
USD/share
|
0.35
|
1.47
|
2.11
|
2.33
|
||||||||||||||
Golden Ocean cash flow per share
|
"
|
0.14
|
0.24
|
0.26
|
0.27
|
||||||||||||||
1x Knightsbridge share = X Golden Ocean shares:
|
x
|
|
2.5
|
6.1
|
8.2
|
8.7
|
|||||||||||||
Number of Golden Ocean shares
|
Millions
|
447
|
447
|
447
|
447
|
||||||||||||||
New Knightsbridge shares to Golden Ocean
|
"
|
178.9
|
72.9
|
54.3
|
51.2
|
2016E
|
|
||||||||||||||||||
EV/EBITDA (Consensus estimates)
|
2014E
|
|
2015E
|
|
2016E
|
|
annualized
|
||||||||||||
Knightsbridge EBITDA
|
USDm
|
45.5
|
185.1
|
286.0
|
310.9
|
||||||||||||||
Peer group multiple
|
x
|
|
22.0
|
x
|
8.4
|
x
|
6.0
|
x
|
6.0
|
x
|
|||||||||
Enterprise value
|
USDm
|
1,002
|
1,547
|
1,719
|
1,868
|
||||||||||||||
Net debt
|
"
|
256
|
935
|
1,035
|
1,035
|
||||||||||||||
Equity value
|
"
|
746
|
612
|
684
|
833
|
||||||||||||||
Shares
|
Millions
|
111.1
|
111.1
|
111.1
|
111.1
|
||||||||||||||
Per share
|
USD/share
|
6.7
|
5.5
|
6.2
|
7.5
|
||||||||||||||
Golden Ocean EBITDA
|
USDm
|
82.6
|
127.1
|
138.6
|
143.3
|
||||||||||||||
Peer group multiple
|
x
|
|
22.0
|
x
|
8.4
|
x
|
6.0
|
x
|
6.0
|
x
|
|||||||||
Enterprise value
|
USDm
|
1,817
|
1,062
|
833
|
861
|
||||||||||||||
Net debt
|
"
|
392
|
414
|
415
|
415
|
||||||||||||||
Equity value
|
"
|
1,426
|
648
|
418
|
447
|
||||||||||||||
Shares
|
Millions
|
447.3
|
447.3
|
447.3
|
447.3
|
||||||||||||||
Per share
|
USD/share
|
3.2
|
1.4
|
0.9
|
1.0
|
||||||||||||||
1x Knightsbridge share = X Golden Ocean shares:
|
x
|
|
2.1
|
3.8
|
6.6
|
7.5
|
|||||||||||||
New Knightsbridge shares to Golden Ocean
|
Millions
|
212.4
|
117.6
|
68.0
|
59.6
|
· | The appraisal right is a right to be cashed out of the company at 'fair value', as determined by the Supreme Court of Bermuda (the "Court"); |
· | The boards of Knightsbridge and Golden Ocean are required to state the "the fair value" each board has determined for the shares in the notice of the respective special general meetings. |
· | The right to apply to the Court MUST be exercised within ONE (1) MONTH after the date of the notice convening the special general meeting to consider the resolution to approve the merger is deemed to have been received; |
· | In the event that a dissenter is successful in his appraisal proceedings, only a person who is a party to that appraisal application may benefit from the Court's judgment that the fair value is greater than the price offered by the issuer. Each dissenter has to make its own application under Section 106(6A). |
1. | To consider and vote upon a proposal to authorize and approve the Merger Transactions by and among Golden Ocean and Knightsbridge, pursuant to which Golden Ocean will merge into Knightsbridge; |
3. | Subject to the authorization and adoption of the Merger Transactions, to approve changing the name of Knightsbridge Shipping Limited to "Golden Ocean Group Limited." |
· | By telephone: Use any touch tone telephone to vote your proxy 24 hours a day, 7 days a week. Have your proxy card handy when you call. You will be prompted to enter your control number(s), which is located on your proxy card, and then follow the directions given. |
· | Through the Internet: Use the Internet to vote your proxy 24 hours a day, 7 days a week. Have your proxy card handy when you access the website. You will be prompted to enter your control number(s), which is located on your proxy card, to create and submit an electronic ballot. |
1. | To consider and vote upon a proposal to authorize and approve the Merger Transactions, pursuant to which Golden Ocean will merge into Knightsbridge. |
Name
|
Age
|
Position
|
John Fredriksen
|
70
|
Director
|
65
|
Chairman
|
|
49
|
Director and Audit Committee member*
|
|
Gert-Jan van der Akker
|
55
|
Director
|
71
|
Director
|
|
73
|
Director and Audit Committee member
|
|
68
|
Director and Audit Committee member
|
|
56
|
Director and Principal Executive Officer of the Combined Company**
|
|
37
|
Principal Financial Officer of the Combined Company**
|
* | The new board will designate the Audit Committee but it will likely consist of members of the current Audit Committees in each of Golden Ocean and Knightsbridge. |
** | Mr. Billung and Mr. Vartdal are the Chief Executive Officer and Chief Financial Officer of Golden Ocean Management AS, respectively, and are serving the function of executive officers of Golden Ocean and the Combined Company under an arrangement with Golden Ocean Management AS. |
Name
|
Age
|
Position
|
65
|
Chief Executive Officer and Director
|
|
71
|
Director
|
|
73
|
Director and Audit Committee Chairperson
|
|
68
|
Director and Audit Committee member
|
|
56
|
Director
|
|
51
|
Chief Financial Officer
|
Name
|
Age
|
Position
|
John Fredriksen
|
70
|
Director
|
49
|
Director and Audit Committee member
|
|
63
|
Director
|
|
Georgina Sousa
|
63
|
Director
|
Harald Thorstein
|
35
|
Director
|
56
|
Principal Executive Officer*
|
|
37
|
Principal Financial Officer*
|
* | Mr. Billung and Mr. Vartdal are the Chief Executive Officer and Chief Financial Officer of Golden Ocean Management AS, respectively, and are serving the function of executive officers of Golden Ocean under an arrangement with Golden Ocean Management AS. |
Beneficial Owner
|
Amount
|
Percentage(4)
|
Amount After
Closing of the Merger |
Percentage
After Closing
of the Merger(6)
|
||||||||||||
Hemen Holdings Limited(1)
|
49,600,000
|
(2)
|
61.9
|
%
|
74,851,355
|
(5)
|
52.9
|
%
|
||||||||
Frontline 2012 Ltd.
|
46,500,000
|
(3)
|
58
|
%
|
46,500,000
|
32.8
|
%
|
|||||||||
*
|
*
|
|||||||||||||||
*
|
*
|
|||||||||||||||
Gert-Jan van der Akker
|
*
|
*
|
||||||||||||||
*
|
*
|
|||||||||||||||
*
|
*
|
|||||||||||||||
*
|
*
|
|||||||||||||||
*
|
*
|
|||||||||||||||
*
|
*
|
· | an S corporation or other pass-through entity (or an investor in an S corporation or other pass-through entity); |
· | a holder of common shares that received Golden Ocean or Knightsbridge common shares through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation; |
· | a holder of common shares that holds Golden Ocean or Knightsbridge common shares as part of a hedge, straddle, constructive sale, conversion or other integrated transaction; or |
· | furnish a correct taxpayer identification number, certify that you are not subject to backup withholding on the substitute Form W-9 or successor form included in the letter of transmittal you will receive and otherwise comply with all the applicable requirements of the backup withholding rules; or |
· | provide proof acceptable to Knightsbridge and the exchange agent that you are otherwise exempt from backup withholding. |
· | the Companies may be unable to obtain third party, governmental or regulatory approvals required for the Merger, or required third party, governmental and regulatory approvals may delay the Merger or result in the imposition of conditions that could cause the parties to abandon the Merger; |
· | the parties may be unable to complete the Merger because, among other reasons, conditions to the closing of the Merger may not be satisfied or waived; |
· | developments beyond the parties' control, including but not limited to, changes in political, economic, and competitive conditions; |
· | the risk factors and other factors referred to in Knightsbridge's reports filed with or furnished to the SEC. |
· | changes in the global financial or securities markets or general global economic or political conditions; |
· | changes or conditions generally affecting the industry in which Golden Ocean and its subsidiaries operate; |
· | the announcement or consummation of the Merger; provided that the effect of any of the above exceptions does not disproportionately affect Golden Ocean and its subsidiaries, taken as a whole, relative to other entities operating in the industry in which Golden Ocean and its subsidiaries operate. |
· | changes in the global financial or securities markets or general global economic or political conditions; |
· | changes or conditions generally affecting the industry in which Knightsbridge and its subsidiaries operate; |
· | the announcement or consummation of the Merger; provided that the effect of any matter referenced above will only be excluded to the extent that such matter does not disproportionately affect Knightsbridge and its subsidiaries, taken as a whole, relative to other entities operating in the industry in which Knightsbridge and its subsidiaries operate. |
· | amending its certificate of formation, limited liability company agreement, memorandum or articles of association or incorporation, bye-laws or other charter or organizational documents; |
· | splitting, subdividing, combining, consolidating or reclassifying any of its share or convertible securities; |
· | taking any action that would result in any amendment, modification or change of any term of, or material default under, any indebtedness; |
· | issuing, delivering, selling, granting, pledging, charging, transferring, subjecting to any lien or otherwise encumbering or disposing of any of its share or convertible securities, or amending any term of any of its share or convertible securities; |
· | accelerating or delaying the payment of any accounts payable or other liability or the collection of notes or accounts receivable, other than in the ordinary course of business; |
· | incurring more than $5,000,000 of capital expenditures, in the aggregate, other than in connection with the currently scheduled dry docking of vessels and currently scheduled payments under newbuilding contracts; |
· | acquiring or committing to acquire all or any substantial portion of a business or person or division thereof or any assets or properties involving a price in excess of $1,000,000 individually or $5,000,000 in the aggregate; |
· | entering into or materially amending, modifying, extending or terminating any material contract or any interested party transaction; |
· | selling, leasing, licensing, pledging, transferring, subjecting to any lien or otherwise disposing of, any of its assets or properties except sales of used equipment in the ordinary course of business and permitted liens incurred in the ordinary course of business; |
· | adopting a plan of complete or partial liquidation, dissolution, winding up, merger, consolidation, restructuring, recapitalization or other reorganization or entering into an agreement with respect to the voting of its shares or other securities; |
· | granting to any current or former director, officer, employee or consultant of Golden Ocean or Knightsbridge, or any of their respective subsidiaries, as the case may be, any increase or enhancement in compensation; |
· | granting to any current or former director or executive officer or employee of Golden Ocean or Knightsbridge, or any of their respective subsidiaries, as the case may be, any severance, change in control, retention or termination pay or benefits or any increase in severance, change of control or termination pay or benefits, except in connection with actual termination in the ordinary course of any such person to the extent required under applicable law or existing benefit plans or existing policy; |
· | adopting, entering into or amending or committing to adopt, enter into or amend any benefit plan except for amendments as required under applicable law or pursuant to the terms of such plan; |
· | except as required by GAAP, rules or regulations of the SEC or SEC interpretations and pronouncements, making any change in any method of accounting principles, method or practices; |
· | incurring or issuing any indebtedness, making any loans, advances or capital contributions to, or investments in, any other person, or repaying or satisfying any indebtedness; |
· | changing any method of tax accounting, making or changing any material tax election, filing any material amended return, settling or compromising any material tax liability, failing to complete and file, consistent with past practice, all tax returns required to be filed, failing to pay all amounts shown due on such tax returns, agreeing to an extension or waiver of the statute of limitations with respect to the assessment or determination of material taxes, entering into any closing agreement with respect to any material tax, surrendering any right to claim a material tax refund, offsetting or otherwise reducing tax liability or taking into account on any tax return required to be filed prior to the Merger any adjustment or benefit arising from the Merger; |
· | instituting, settling, or agreeing to settle any action, suit, litigation, investigation or proceeding pending or threatened before any arbitrator, court or other governmental authority; |
· | disclosing, or consenting to the disclosure of, any of its trade secrets or other proprietary information, other than in the ordinary course of business consistent with past practice and pursuant to an appropriate non-disclosure agreement; |
· | waiving, releasing or assigning any claims or rights having a value of $200,000 individually or $1,000,000 in the aggregate; |
· | failing to use commercially reasonable efforts to cause the current insurance (or re-insurance) policies maintained, including directors' and officers' insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductions and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums or less are in full force and effect; |
· | knowingly or intentionally taking, or agreeing to take, any action that would or is reasonably likely to result in any of the conditions to the Merger not being satisfied, or would make any representation or warranty of the parties contained herein inaccurate in any material respect at or prior the Merger, or that would materially impair the ability of the parties to consummate the Merger or delay such consummation; |
· | directly or indirectly (i) purchasing or constructing any vessel or entering into any contract for the purchase or construction of any vessel, (ii) selling or otherwise disposing of any vessel or entering into any contract for the sale or disposal of any vessel, (iii) entering into any contract for the bareboat charter-out of any vessel or for a time charter-out longer than two years of any vessel, (iv) deferring scheduled maintenance of any vessel, (v) departing from any normal drydock and maintenance practices or discontinuing replacement of spares in operating the vessels; or |
· | authorizing or entering into a contract or arrangement to take any of the actions described above. |
· | solicit, initiate, or knowingly take any action to facilitate or encourage or assist any inquiries or the making of any proposal or offer that constitutes or may reasonably be expected to lead to the submission of any Acquisition Proposal; |
· | enter into or participate in any discussions or negotiations with, furnish any information relating to Knightsbridge or any of its subsidiaries or afford access to the business, properties, assets, books or records of Knightsbridge or any of its subsidiaries to any third party with respect to inquiries regarding, or the making of, an Acquisition Proposal; |
· | fail to make, withdraw, or modify and amend in a manner adverse to Golden Ocean the recommendation of the Knightsbridge Board or recommend any other Acquisition Proposal; or |
· | approve, endorse, recommend, enter into (or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, with the exception of a confidentiality agreement with a third party to whom Knightsbridge is permitted to provide information in accordance with the Merger Agreement. |
· | Prior to (but not at any time after) obtaining the approval of the Merger Transactions from Knightsbridge's shareholders, if Knightsbridge receives a bona fide, written Acquisition Proposal from a third party after the date of the Merger Agreement (that has not been withdrawn) that did not result from a breach or violation of the provisions of the Merger Agreement and, prior to taking any action described below, (x) the Knightsbridge Board reasonably believes in good faith, after consultation with outside legal counsel that (i) such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Proposal (as defined below) and (ii) the failure to take such action is reasonably likely to result in a breach of its fiduciary duties to its shareholders under applicable law and (y) Knightsbridge shall have complied with certain requirements in the Merger Agreement, then Knightsbridge may, in response to such Acquisition Proposal, directly or indirectly through its representative thereafter furnish to such third party or its representatives or financing sources non-public information relating to Knightsbridge or any of its subsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to Golden Ocean) provided that all such information provided or made available to such third party (to the extent that such information has not been previously provided or made available to Golden Ocean) is provided or made available to Golden Ocean, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such third party); and |
· | Prior to obtaining the approval of the Merger Transactions from Knightsbridge's shareholders, if a material fact, event, change, development, or set of circumstances (other than an Acquisition Proposal) affecting the business, assets or operations of Knightsbridge and occurring or arising after the date of the Merger Agreement that was not known or reasonably foreseeable by the Knightsbridge Board as of or prior to the date of the Merger Agreement (such material fact, event, change development or set of circumstances affecting the business, assets or operations of the Company, an "Intervening Event"), becomes known to the Knightsbridge Board and Knightsbridge Board determines in good faith, after consultation with its financial advisors, that in light of such Intervening Event, the failure of the Knightsbridge Board, as applicable, to fail to make, withdraw, or modify or amend its recommendation (an "Adverse Recommendation Change") is reasonably likely to result in a breach of its fiduciary duties under applicable law, the Knightsbridge Board may effect an Adverse Recommendation Change; however, Knightsbridge must give Golden Ocean at least three (3) calendar days prior written notice advising Golden Ocean that the Knightsbridge Board intends to take such action and specifying the facts underlying the Knightsbridge Board's determination that an Intervening Event has occurred, and the reasons for the Adverse Recommendation Change, in reasonable detail, and during such three (3) day calendar period, if requested by Golden Ocean, Knightsbridge will engage in good faith negotiations with Golden Ocean to amend the Merger Agreement in such a manner that obviates the need for an Adverse Recommendation Change, and following such three (3) calendar day period the Knightsbridge Board will have considered in good faith any proposed amendments to the Merger Agreement and any related agreements and determined in good faith, after consultation with its financial advisors, taking into account any changes to the Merger Agreement or any related agreements made or proposed in writing by Golden Ocean, that such amendments would not obviate the need for an Adverse Recommendation Change in response to such Intervening Event. |
· | the Knightsbridge Board promptly notifies Golden Ocean, in writing within three (3) calendar days before making an Adverse Recommendation Change, of its intention to take such action with respect to such Superior Proposal, which notice shall state expressly that Knightsbridge has received an Acquisition Proposal that the Knightsbridge Board has determined to be a Superior Proposal and that the Knightsbridge Board intends to make an Adverse Recommendation Change; |
· | the Knightsbridge Board attaches to such notice a copy of the most current version of the proposed transaction agreements relating to the Superior Proposal and discloses the identity of the third party making such superior proposal; |
· | during such three (3) calendar day period, if requested by Golden Ocean, the Knightsbridge Board has, and directed its representatives to, engaged in negotiations with Golden Ocean in good faith to amend the Merger Agreement or any related agreement in such a manner that the Superior Proposal ceases to constitute a Superior Proposal; and |
· | following such three (3) calendar day period, the Knightsbridge Board shall have considered in good faith any proposed amendments to the Merger Agreement and any related agreements and determines in good faith, after consultation with its financial advisors, taking into account any changes to the Merger Agreement or any related agreement proposed by Golden Ocean, that such Superior Proposal continues to be a Superior Proposal; (provided, that with respect to any applicable Superior Proposal, any amendment to the financial terms or any other material amendment to a term of such Superior Proposal would require the Knightsbridge Board to provide a new written notice to Golden Ocean and a new period of three (3) calendar days and no such Adverse Recommendation Change in connection with such Superior Proposal may be made during any such three (3) calendar day period). |
· | solicit, initiate, or knowingly take any action to facilitate or encourage or assist any inquiries or the making of any proposal or offer that constitutes or may reasonably be expected to lead to the submission of any Acquisition Proposal; |
· | enter into or participate in any discussions or negotiations with, furnish any information relating to Golden Ocean or any of its subsidiaries or afford access to the business, properties, assets, books or records of Golden Ocean or any of its subsidiaries to any third party with respect to inquiries regarding, or the making of, an Acquisition Proposal; |
· | fail to make, withdraw, or modify and amend in a manner adverse to Knightsbridge the recommendation of the Golden Ocean Board or recommend any other Acquisition Proposal; or |
· | approve, endorse, recommend, enter into (or publicly propose to do any of the foregoing) any agreement in principle, letter of intent, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an Acquisition Proposal, with the exception of a confidentiality agreement with a third party to whom Golden Ocean is permitted to provide information in accordance with the Merger Agreement. |
· | Prior to (but not at any time after) obtaining the approval of the Merger Transactions from Golden Ocean's shareholders, if Golden Ocean receives a bona fide, written Acquisition Proposal from a third party after the date of the Merger Agreement (that has not been withdrawn) that did not result from a breach or violation of the provisions of the Merger Agreement and, prior to taking any action described in clauses (A) and (B) below, (x) the Golden Ocean Board reasonably believes in good faith, after consultation with outside legal counsel that (i) such Acquisition Proposal constitutes or could reasonably be expected to lead to a superior proposal (as defined below) and (ii) the failure to take such action is reasonably likely to result in a breach of its fiduciary duties to its stockholders under applicable law and (y) Golden Ocean shall have complied with certain requirements in the Merger Agreement, then the Company may, in response to such Acquisition Proposal, directly or indirectly through its representative thereafter furnish to such third party or its representatives or financing sources non-public information relating to Golden Ocean or any of its subsidiaries pursuant to a confidentiality agreement (a copy of which shall be provided for informational purposes only to Knightsbridge) provided that all such information provided or made available to such third party (to the extent that such information has not been previously provided or made available to Knightsbridge) is provided or made available to Knightsbridge, as the case may be, prior to or substantially concurrently with the time it is provided or made available to such third party); and |
· | Prior to obtaining the approval of the Merger Transactions from Golden Ocean's shareholders, if a material fact, event, change, development, or set of circumstances (other than an Acquisition Proposal) affecting the business, assets or operations of Golden Ocean and occurring or arising after the date of the Merger Agreement that was not known or reasonably foreseeable by the Golden Ocean Board as of or prior to the date of the Merger Agreement (such material fact, event, change development or set of circumstances affecting the business, assets or operations of the Company, an "Intervening Event"), becomes known to the Golden Ocean Board and Golden Ocean Board determines in good faith, after consultation with its financial advisors, that in light of such Intervening Event, the failure of the Golden Ocean Board, as applicable, to fail to make, withdraw, or modify or amend its recommendation (an "Adverse Recommendation Change") is reasonably likely to result in a breach of its fiduciary duties under applicable law, the Golden Ocean Board may effect an Adverse Recommendation Change; however, Golden Ocean must give Knightsbridge at least three (3) calendar days prior written notice advising Knightsbridge that the Golden Ocean Board intends to take such action and specifying the facts underlying the Golden Ocean Board's determination that an Intervening Event has occurred, and the reasons for the Adverse Recommendation Change, in reasonable detail, and during such three (3) day calendar period, if requested by Knightsbridge, Golden Ocean will engage in good faith negotiations with Knightsbridge to amend the Merger Agreement in such a manner that obviates the need for an Adverse Recommendation Change, and following such three (3) calendar day period the Golden Ocean Board will have considered in good faith any proposed amendments to the Merger Agreement and any related agreements and determined in good faith, after consultation with its financial advisors of nationally recognized reputation, taking into account any changes to the Merger Agreement or any related agreements made or proposed in writing by Knightsbridge, that such amendments would not obviate the need for an Adverse Recommendation Change in response to such Intervening Event. |
· | the Golden Ocean Board promptly notifies Knightsbridge, in writing within three (3) calendar days before making an Adverse Recommendation Change, of its intention to take such action with respect to such Superior Proposal, which notice shall state expressly that Golden Ocean has received an Acquisition Proposal that the Golden Ocean Board has determined to be a Superior Proposal and that the Golden Ocean Board intends to make an Adverse Recommendation Change; |
· | the Golden Ocean Board attaches to such notice a copy of the most current version of the proposed transaction agreements relating to the Superior Proposal and discloses the identity of the third party making such superior proposal; |
· | during such three (3) calendar day period, if requested by Knightsbridge Ocean, the Golden Ocean Board has, and directed its representatives to, engaged in negotiations with Knightsbridge in good faith to amend the Merger Agreement or any related agreement in such a manner that the Superior Proposal ceases to constitute a Superior Proposal; and |
· | following such three (3) calendar day period, the Golden Ocean Board shall have considered in good faith any proposed amendments to the Merger Agreement and any related agreements and determines in good faith, after consultation with its financial advisors, taking into account any changes to the Merger Agreement or any related agreement proposed by Knightsbridge, that such Superior Proposal continues to be a Superior Proposal; (provided, that with respect to any applicable Superior Proposal, any amendment to the financial terms or any other material amendment to a term of such Superior Proposal would require the Golden Ocean Board to provide a new written notice to Knightsbridge and a new period of three (3) calendar days and no such Adverse Recommendation Change in connection with such Superior Proposal may be made during any such three (3) calendar day period). |
· | any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger; |
· | any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Golden Ocean, Knightsbridge or any of their respective subsidiaries, as the case may be, that, if pending on the date of the Merger Agreement, would have been required to have been disclosed pursuant to the Merger Agreement; |
· | any inaccuracy of any representation or warranty contained in the Merger Agreement at any time that could reasonably be expected to cause any of the conditions to the Merger not to be satisfied; and |
· | any failure of any party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under the Merger Agreement. |
· | the Registration Statement having been declared effective by the SEC and no stop order suspending the effectiveness of the Registration Statement having been issued by the SEC and no proceedings for that purpose having been initiated by the SEC; |
· | listing of the Knightsbridge common shares for trading and approval of listing of any Knightsbridge common shares to be issued in connection of the Merger on NASDAQ and the Oslo Stock Exchange; and |
· | not more than 5% of the aggregate number of Knightsbridge common shares having taken all actions necessary to become dissenting shareholders. |
· | receipt or completion of all consents, authorizations, waivers, orders, approvals, notices, expirations, filings and registrations; |
· | receipt or completion of all consents, authorizations, waivers, orders, approvals, notices, expirations, filings and registrations; |
· | completion of all actions and all agreements in order to convert the option and convertible bonds of Golden Ocean into instruments exercisable or convertible in common shares of Knightsbridge. |
· | by mutual written agreement of Golden Ocean and Knightsbridge duly authorized by the Golden Ocean Board and the Knightsbridge Board; or |
· | by either Golden Ocean or Knightsbridge if the Merger has not occurred on or before March 31, 2015; or |
· | by either Golden Ocean or Knightsbridge if there is any applicable law that prohibits or prevents Knightsbridge or Golden Ocean from consummating the Merger and such prohibition will have become final and nonappealable; or |
· | by Golden Ocean, upon Knightsbridge's breach or failure to perform any of its covenants or obligations required, any representation or warranty of Knightsbridge becoming untrue or any other event, change, circumstance, occurrence, effect or state of facts occurs, in each case which breach or failure to perform or to be true or any events, changes, circumstances, occurrences, effects or states of facts, individually or in the aggregate results or would reasonably be expected to result in a material breach and such material breach cannot be or, to the extent curable by Knightsbridge, has not been cured by the earlier of (i) March 31, 2015 and (ii) twenty (20) days after the giving of written notice to Knightsbridge of such breach or failure; or |
· | by Knightsbridge upon Golden Ocean's breach or failure to perform any of its covenants or obligations, any representation or warranty of Golden Ocean becoming untrue or any other event, change, circumstance, occurrence, effect or state of facts occurs, in each case which breach or failure to perform or to be true or any events, changes, circumstances, occurrences, effects or states of facts, individually or in the aggregate results or would reasonably be expected to result in a Material Golden Ocean Breach and such Material Golden Ocean Breach cannot be or, to the extent curable by Golden Ocean, has not been cured by the earlier of (i) March 31, 2015 or (ii) twenty (20) days after the giving of written notice to Golden Ocean of such breach or failure; or |
· | by either Knightsbridge or Golden Ocean if either (i) the Knightsbridge shareholders fail to approve the Merger Transactions, or (ii) the Golden Ocean shareholders fail to approve the Merger Transactions; or |
· | by Knightsbridge if the Knightsbridge Board recommends to the shareholders an Acquisition Proposal other than the Merger or resolves to do so or has entered into any letter of intent or similar document or any agreement, contract or commitment accepting an Acquisition Proposal other than the Merger; (ii) a tender offer or exchange offer for 15% or more of the issued and issued and outstanding shares of Knightsbridge is commenced and the Knightsbridge Board fails to recommend against acceptance of such tender offer or exchange offer by its shareholders; or (iii) the Knightsbridge Board withdraws, modifies or changes its recommendation of the Merger Transactions in a manner adverse to Golden Ocean; or |
· | by Golden Ocean if the Golden Ocean Board recommends to the shareholders another than the Merger or resolves to do so or has entered into any letter of intent or similar document or any agreement, contract or commitment accepting an Acquisition Proposal other than the Merger; (ii) a tender offer or exchange offer for 15% or more of the issued and issued and outstanding shares of Golden Ocean is commenced and the Golden Ocean Board fails to recommend against acceptance of such tender offer or exchange offer by its shareholders; or (iii) the Golden Ocean Board withdraws, modifies or changes its recommendation of the Merger Transactions in a manner adverse to Knightsbridge; or |
· | by Knightsbridge, upon approval of the Knightsbridge Board, if the Knightsbridge Board determines, in its good faith judgment after consultation with legal counsel, that it is required by its fiduciary duties under applicable law to terminate the Merger Agreement in order to enter into a definitive agreement with respect to a Superior Proposal; or |
· | by Golden Ocean, upon the approval of the Golden Ocean Board, if the Golden Ocean Board determines, in its good faith judgment after consultation with legal counsel, that it is required by its fiduciary duties under applicable law to terminate the Merger Agreement in order to enter into a definitive agreement with respect to a Superior Proposal. |
(i) | divide the Combined Company's shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions; |
(ii) | consolidate and divide all or any of the Combined Company's share capital into shares of larger amount than its existing shares; |
(iii) | subdivide the Company's shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; or |
· | Exhibit 99.2 of our Report on Form 6-K, which was furnished to the Commission on November 28, 2014, which contains our unaudited condensed more recent published results for the third quarter and nine months ended September 30, 2014; |
· | Our Report on Form 6-K, which was furnished to the Commission on November 14, 2014, which contains our unaudited condensed interim financial statements for the three and six months ended June 30, 2014; and |
· | Our Annual Report on Form 20-F for the year ended December 31, 2013, filed with the Commission on March 6, 2014, which contains our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed. |
Page
|
|
Consolidated Comprehensive Income Statement for the periods ended June 30, 2014 and 2013
|
F-2
|
Consolidated Balance Sheet as at June 30, 2014 and December 31, 2013
|
F-3
|
Consolidated Cash Flow Statement for the periods ended June 30, 2014 and 2013
|
F-4
|
Consolidated Statement of Changes in Equity for the periods ended June 30, 2014 and 2013
|
F-5
|
Notes to Condensed Interim financial information
|
F-6
|
2014
|
2013
|
2014
|
2013
|
|||||||||||||||||
Notes
|
Apr-Jun
|
Apr-Jun
|
Jan-Jun
|
Jan-Jun
|
||||||||||||||||
Operating revenue
|
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||||||||
Time charter and voyage charter revenues
|
67,190
|
74,458
|
140,995
|
128,632
|
||||||||||||||||
Other operating revenue
|
3
|
5,610
|
30,249
|
6,000
|
30,508
|
|||||||||||||||
Total operating revenue
|
72,800
|
104,707
|
146,995
|
159,139
|
||||||||||||||||
Operating expenses
|
||||||||||||||||||||
Voyage expenses and commission
|
21,842
|
21,758
|
44,101
|
34,576
|
||||||||||||||||
Vessel operating expenses
|
14,308
|
10,734
|
26,345
|
21,870
|
||||||||||||||||
Charter hire expenses
|
13,206
|
17,755
|
30,941
|
26,354
|
||||||||||||||||
Administrative expenses
|
2,788
|
3,561
|
5,571
|
6,617
|
||||||||||||||||
Depreciation
|
7,8
|
12,186
|
9,643
|
22,518
|
18,819
|
|||||||||||||||
Total operating expenses
|
64,329
|
63,452
|
129,477
|
108,236
|
||||||||||||||||
Other gain (losses) net
|
||||||||||||||||||||
Share of income from associates and Joint Ventures
|
12
|
1,020
|
180
|
1,423
|
583
|
|||||||||||||||
Other gains (losses) net
|
4
|
1,503
|
(1,622
|
)
|
10,460
|
(215
|
)
|
|||||||||||||
Total other gains (losses) net
|
2,523
|
(1,442
|
)
|
11,883
|
368
|
|||||||||||||||
|
||||||||||||||||||||
Operating profit (toss)
|
10,994
|
39,813
|
29,401
|
51,271
|
||||||||||||||||
Interest income
|
412
|
231
|
595
|
516
|
||||||||||||||||
Interest expense
|
5
|
(8,283
|
)
|
(4,691
|
)
|
(15,408
|
)
|
(9,354
|
)
|
|||||||||||
Other financial items
|
6
|
(2,097
|
)
|
8,141
|
(3,414
|
)
|
7,828
|
|||||||||||||
Total net financial items
|
(9,968
|
)
|
3,681
|
(18,228
|
)
|
(1,010
|
)
|
|||||||||||||
|
||||||||||||||||||||
Profit before income tax
|
1,026
|
43,494
|
11,173
|
50,261
|
||||||||||||||||
Income tax
|
(40
|
)
|
(50
|
)
|
(75
|
)
|
(85
|
)
|
||||||||||||
Profit for the period
|
986
|
43,444
|
11,098
|
50,176
|
||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||
Items that may be subsequently reclassified to profit or loss
|
||||||||||||||||||||
Changes in fair value of available-for-sale financial assets
|
15
|
296
|
1,191
|
(300
|
)
|
1,191
|
||||||||||||||
Recycling of changes in fair value of sold available-for-sale financial assets
|
15
|
(1,138
|
)
|
(1,138
|
)
|
|||||||||||||||
Currency translation differences
|
(5
|
)
|
-
|
(5
|
)
|
-
|
||||||||||||||
Total comprehensive income for the period
|
139
|
44,635
|
9,655
|
51,367
|
||||||||||||||||
Profit/(loss) attributable to:
|
||||||||||||||||||||
- Owners of the parent
|
1,267
|
43,613
|
11,494
|
50,397
|
||||||||||||||||
- Non-controlling interests
|
(281
|
)
|
(169
|
)
|
(396
|
)
|
(221
|
)
|
||||||||||||
Profit/(loss) for the period
|
986
|
43,444
|
11,098
|
50,176
|
||||||||||||||||
Comprehensive income (loss) attributable to:
|
||||||||||||||||||||
Owners of the parent
|
420
|
44,804
|
10,051
|
51,588
|
||||||||||||||||
Non-controlling interests
|
(281
|
)
|
(169
|
)
|
(396
|
)
|
(221
|
)
|
||||||||||||
Total comprehensive income (loss) for the period
|
139
|
44,635
|
9,655
|
51,367
|
||||||||||||||||
Basic and diluted earnings per share
|
|
$0.0
|
|
$0.10
|
|
$0.03
|
|
$0.11
|
2014
|
2013
|
|||||||||||
Notes
|
June 30
|
Dec 31
|
||||||||||
Unaudited
|
||||||||||||
(in thousands of $)
|
||||||||||||
ASSETS
|
||||||||||||
Non current assets
|
||||||||||||
Vessels and equipment
|
7
|
833,370
|
667,788
|
|||||||||
Vessels held under finance leases
|
8
|
126,145
|
130,795
|
|||||||||
Vessels under construction
|
9
|
26,694
|
16,144
|
|||||||||
Other long term receivables
|
11
|
8,883
|
8,588
|
|||||||||
Available-for-sale financial assets
|
15
|
15,478
|
16,916
|
|||||||||
Derivative financial instruments
|
14
|
3,411
|
2,735
|
|||||||||
Installments on cancelled newbuildings
|
24
|
-
|
192,976
|
|||||||||
Investment in associated companies and Joint Ventures
|
12
|
9,937
|
17,419
|
|||||||||
Total non-current assets
|
1,023,918
|
1,053,361
|
||||||||||
Current assets
|
||||||||||||
Inventories
|
11,331
|
10,775
|
||||||||||
Trade and other receivables
|
11
|
25,931
|
25,495
|
|||||||||
Refundable installments on cancelled newbuildings
|
24
|
149,477
|
-
|
|||||||||
Restricted deposit
|
10
|
6,107
|
4,960
|
|||||||||
Cash and cash equivalents
|
10
|
127,228
|
93,881
|
|||||||||
Total current assets
|
320,075
|
135,110
|
||||||||||
Total assets
|
1,343,993
|
1,188,471
|
||||||||||
EQUITY AND LIABILITIES
|
||||||||||||
Equity attributable to equity holders of the parent
|
||||||||||||
Share capital
|
44,731
|
44,726
|
||||||||||
Additional paid in capital
|
99,187
|
99,156
|
||||||||||
Other reserves
|
50,137
|
23,466
|
||||||||||
Retained earnings
|
442,772
|
453,434
|
||||||||||
|
636,827
|
620,782
|
||||||||||
Non-controlling interests
|
212
|
1,108
|
||||||||||
Total Equity
|
637,039
|
621,890
|
||||||||||
Non-Current Liabilities
|
||||||||||||
Long term debt
|
16,17
|
492,094
|
362,805
|
|||||||||
Obligations under finance leases
|
18
|
107,174
|
110,416
|
|||||||||
Other long term liabilities
|
1,753
|
1,903
|
||||||||||
Total non-current liabilities
|
601,021
|
475,124
|
||||||||||
Current Liabilities
|
||||||||||||
Long-term debt - current portion
|
16
|
66,144
|
41,214
|
|||||||||
Obligations under finance leases — current portion
|
18
|
7,195
|
7,370
|
|||||||||
Amount due to related parties
|
534
|
1,216
|
||||||||||
Trade payables and other current liabilities
|
19
|
32,059
|
41,656
|
|||||||||
Total current liabilities
|
105,933
|
91,456
|
||||||||||
Total liabilities and shareholders' equity
|
1,343,993
|
1,188,471
|
||||||||||
(in thousands of $)
|
2014
|
2013
|
||||||||||
Notes
|
Jan-Jun
|
Jan-Jun
|
||||||||||
Unaudited
|
Unaudited
|
|||||||||||
OPERATING ACTIVITIES
|
||||||||||||
Profit for the period
|
11,098
|
50,176
|
||||||||||
Adjustments for:
|
||||||||||||
Share based payment
|
260
|
684
|
||||||||||
Stock options paid in cash
|
(54
|
)
|
--
|
|||||||||
Gain on sale and Impairment of available-for-sale financial assets
|
(1,364
|
)
|
--
|
|||||||||
Share of (profit) loss from associates and Joint Ventures
|
12
|
(7,621
|
)
|
(583
|
)
|
|||||||
Gain from refundable installments on cancelled newbuildings
|
(10,537
|
)
|
--
|
|||||||||
Interest expensed
|
10,870
|
4,917
|
||||||||||
Interest income
|
(595
|
)
|
(516
|
)
|
||||||||
Depreciation
|
7,8
|
22,518
|
18,821
|
|||||||||
Amortisation of deferred charges
|
678
|
300
|
||||||||||
Foreign currency gain (losses)
|
7,9
|
104
|
85
|
|||||||||
Imputed interest on other long term receivables
|
(295
|
)
|
(275
|
)
|
||||||||
Net change in:
|
||||||||||||
Amount due to related parties
|
(682
|
)
|
(702
|
)
|
||||||||
Derivative financial instrument
|
14
|
5,205
|
(7,786
|
)
|
||||||||
Trade and other receivables
|
11
|
(436
|
)
|
(14,470
|
)
|
|||||||
Inventories
|
(556
|
)
|
(8,684
|
)
|
||||||||
Trade payables and other current liabilities
|
19
|
(5,379
|
)
|
6,467
|
||||||||
Net cash provided by operating activities
|
23,214
|
48,434
|
||||||||||
INVESTING ACTIVITIES
|
||||||||||||
Changes in restricted cash
|
(1,146
|
)
|
(346
|
)
|
||||||||
Interest received
|
595
|
516
|
||||||||||
Payments on vessels
|
7,9
|
(151,425
|
)
|
(40,435
|
)
|
|||||||
Capitalised docking and periodic maintenance
|
(9,766
|
)
|
_
|
|||||||||
Investment in Joint Venture
|
12
|
-
|
(18,250
|
)
|
||||||||
Proceeds from cancelled newbuildings
|
56,233
|
-
|
||||||||||
Sale of available-for-sale financial assets
|
1,364
|
-
|
||||||||||
Net cash provided by (used in) investing activities
|
(104,145
|
)
|
(58,515
|
)
|
||||||||
FINANCING ACTIVITIES
|
||||||||||||
Payment of financing charges
|
(3,647
|
)
|
(601
|
)
|
||||||||
Payment of interest
|
(6,267
|
)
|
(4,852
|
)
|
||||||||
Payment of interest swaps
|
(5,881
|
)
|
(1,931
|
)
|
||||||||
Repayment of obligations under finance leases
|
(3,417
|
)
|
(3,204
|
)
|
||||||||
Repayment of long term debt
|
(39,188
|
)
|
(26,612
|
)
|
||||||||
Proceeds from long term debt
|
-
|
24,017
|
||||||||||
Proceeds from issue of new shares
|
36
|
-
|
||||||||||
Payment of dividends
|
(27,357
|
)
|
-
|
|||||||||
Proceeds from Convertible bonds
|
200,000
|
-
|
||||||||||
Net cash (used in) provided by financing activities
|
114,279
|
(13,183
|
)
|
|||||||||
Net change in cash and cash equivalents
|
33,347
|
(23,264
|
)
|
|||||||||
Cash and cash equivalents at beginning of period
|
93,881
|
104,359
|
||||||||||
Cash and cash equivalents at end of period
|
10
|
127,228
|
81,095
|
(in thousands of $)
|
||||||||||||||||||||||||||||
Additional
|
Non-
|
|||||||||||||||||||||||||||
Share
|
Paid in
|
Other
|
Retained
|
Controlling
|
Total
|
|||||||||||||||||||||||
Capital
|
Capital
|
Reserves
|
Earnings
|
Total
|
Interests
|
Equity
|
||||||||||||||||||||||
Balance of January 1, 2013
|
44,726
|
99,156
|
16,550
|
377,372
|
537,805
|
491
|
538,296
|
|||||||||||||||||||||
Comprehensive income for the period
|
-
|
-
|
1,191
|
50,397
|
51,588
|
(221
|
)
|
51,367
|
||||||||||||||||||||
Value of services under stock options scheme
|
-
|
-
|
684
|
684
|
684
|
|||||||||||||||||||||||
Balance at June 30, 2013
|
44,726
|
99,156
|
17,741
|
428,453
|
590,076
|
270
|
590,346
|
|||||||||||||||||||||
Balance at January 1, 2014
|
44,726
|
99,156
|
23,466
|
453,434
|
620,782
|
1,108
|
621,890
|
|||||||||||||||||||||
Comprehensive income for the period
|
-
|
-
|
(1,443
|
)
|
11,494
|
10,050
|
(396
|
)
|
9,655
|
|||||||||||||||||||
Equity portion Convertible Bond
|
-
|
-
|
28,115
|
-
|
28,115
|
-
|
28,115
|
|||||||||||||||||||||
Issue of new share capital
|
5
|
31
|
-
|
-
|
36
|
21
|
57
|
|||||||||||||||||||||
Dividends and related tax
|
-
|
-
|
-
|
(22,363
|
)
|
(22,363
|
)
|
(521
|
)
|
(22,884
|
)
|
|||||||||||||||||
Value of services under stock options scheme
|
-
|
-
|
-
|
260
|
260
|
-
|
260
|
|||||||||||||||||||||
Stock option paid in cash
|
-
|
-
|
-
|
(54
|
)
|
(54
|
)
|
-
|
(54
|
)
|
||||||||||||||||||
Balance at June 30, 2014
|
44,731
|
99,187
|
50,137
|
442,772
|
636,827
|
212
|
637,039
|
(in thousands of $)
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Apr-Jun
|
Apr-Jun
|
Jan-Jun
|
Jan-Jun
|
|||||||||||||
Management fee revenues
|
280
|
249
|
671
|
508
|
||||||||||||
Other revenues
|
5,329
|
30,000
|
5,329
|
30,000
|
||||||||||||
Total other revenue
|
5,609
|
30,249
|
6,000
|
30,508
|
(in thousands of $)
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Apr-Jun
|
Apr-Jun
|
Jan-Jun
|
Jan-Jun
|
|||||||||||||
Gain (loss) on Forward freight agreements
|
(8,461
|
)
|
(850
|
)
|
(6,235
|
)
|
281
|
|||||||||
Gain (loss) on bunkers derivatives
|
44
|
(772
|
)
|
(40
|
)
|
(496
|
)
|
|||||||||
Gain from refundable installments on cancelled newbuildings
|
10,537
|
-
|
10,537
|
-
|
||||||||||||
Gain from purchase of Shares in Joint Venture
|
-
|
-
|
6,198
|
-
|
||||||||||||
Total other gains (losses) net
|
2,120
|
(1,622
|
)
|
10,460
|
(215
|
)
|
(in thousands of $)
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Apr-Jun
|
Apr-Jun
|
Jan-Jun
|
Jan-Jun
|
|||||||||||||
Interest on bank overdrafts and loans
|
7,686
|
3,273
|
13,158
|
6,371
|
||||||||||||
Interest on obligations under finance leases
|
1,914
|
2,068
|
3,860
|
4,137
|
||||||||||||
Total interest expense
|
9,600
|
5,341
|
17,018
|
10,508
|
||||||||||||
Less amounts included in the cost of qualifying assets
|
(1,318
|
)
|
(649
|
)
|
(1,610
|
)
|
(1,154
|
)
|
||||||||
Net interest expense
|
8,282
|
4,692
|
15,408
|
9,354
|
(in thousands of $)
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Apr-Jun
|
Apr-Jun
|
Jan-Jun
|
Jan-Jun
|
|||||||||||||
Interest swap
|
(3,396
|
)
|
8,193
|
(5,108
|
)
|
7,955
|
||||||||||
Dividend received
|
-
|
325
|
-
|
|||||||||||||
Foreign currency gain! (losses)
|
(43
|
)
|
(19
|
)
|
(104
|
)
|
(85
|
)
|
||||||||
Other financial items
|
1,342
|
(33
|
)
|
1,473
|
(42
|
)
|
||||||||||
Total other financial items
|
(2,097
|
)
|
8,141
|
(3,414
|
)
|
7,828
|
Vessel
|
Built
|
DWT
|
Flag
|
Channel Alliance
|
1996
|
171,978
|
Hong Kong
|
Channel Navigator
|
1997
|
172,058
|
Hong Kong
|
Golden Saguenay
|
2008
|
75,500
|
Hong Kong
|
Golden Opportunity
|
2008
|
75,500
|
Hong Kong
|
Golden Ice
|
2008
|
75,845
|
Hong Kong
|
Golden Feng
|
2009
|
170,500
|
Marshall Islands
|
Golden Strength
|
2009
|
75,745
|
Hong Kong
|
Golden Shui
|
2009
|
170,500
|
Marshall Islands
|
Golden Beijing
|
2010
|
176,000
|
Hong Kong
|
Golden Eminence
|
2010
|
79,447
|
Hong Kong
|
Golden Empress
|
2010
|
79,600
|
Hong Kong
|
Golden Endeavour
|
2010
|
79,600
|
Hong Kong
|
Golden Endurer
|
2011
|
79,600
|
Hong Kong
|
Golden Enterprise
|
2011
|
79,471
|
Hong Kong
|
Golden Zhoushan
|
2011
|
175,834
|
Hong Kong
|
Golden Suek
|
2011
|
74,500
|
Hong Kong
|
Golden Bull
|
2012
|
74,500
|
Hong Kong
|
Golden Brilliant
|
2013
|
74,500
|
Hong Kong
|
Golden Pearl
|
2013
|
74,187
|
Hong Kong
|
Golden Diamond
|
2013
|
74,187
|
Hong Kong
|
Golden Magnum
|
2009
|
179,788
|
Hong Kong
|
Golden Daisy
|
2012
|
81,507
|
Marshall Islands
|
Golden Ginger
|
2012
|
81,487
|
Marshall Islands
|
Golden Rose
|
2012
|
81,585
|
Marshall Islands
|
Golden Ruby
|
2013
|
74,500
|
Hong Kong
|
(in thousands of $)
|
Docking and
|
|||||||||||||||
periodic
|
Fixtures and
|
|||||||||||||||
Vessels
|
maintenance
|
Equipment
|
Total
|
|||||||||||||
Cost:
|
||||||||||||||||
768,452
|
7,482
|
486
|
776,420
|
|||||||||||||
Additions
|
51,803
|
3,486
|
10
|
55,299
|
||||||||||||
Transferred from vessels under construction (note 9)
|
29,214
|
1,000
|
30,214
|
|||||||||||||
849,469
|
11,968
|
496
|
861,932
|
|||||||||||||
849,469
|
11,968
|
496
|
861,932
|
|||||||||||||
Additions
|
173,660
|
9,743
|
25
|
183,428
|
||||||||||||
1,023,129
|
21,711
|
521
|
1,045,360
|
|||||||||||||
Accumulated depreciation and impairment:
|
||||||||||||||||
161,414
|
3,081
|
408
|
164,903
|
|||||||||||||
Depreciation
|
27,192
|
2,025
|
25
|
29,241
|
||||||||||||
188,606
|
5,106
|
433
|
194,144
|
|||||||||||||
188,606
|
5,106
|
433
|
194,144
|
|||||||||||||
Depreciation
|
15,519
|
2,310
|
17
|
17,846
|
||||||||||||
204,125
|
7,416
|
450
|
211,990
|
|||||||||||||
Carrying amount:
|
||||||||||||||||
819,004
|
14,295
|
71
|
833,370
|
|||||||||||||
660,863
|
6,862
|
63
|
667,788
|
Vessel
|
Built
|
DWT
|
Flag
|
|||
Golden Lyderhorn
|
1999
|
74,242
|
Hong Kong
|
|||
Ocean Minerva
|
2007
|
75,698
|
Panama
|
|||
Golden Heiwa
|
2007
|
76,662
|
Panama
|
|||
Golden Eclipse
|
2010
|
79,600
|
Hong Kong
|
(in thousands of $)
|
||||
Cost:
At January 1, 2013 |
176,159
|
|||
176,159
|
||||
176,159
|
||||
Additions
|
22
|
|||
176,181
|
||||
Accumulated depreciation:
|
||||
35 942
|
||||
Depreciation
|
9 422
|
|||
45 364
|
||||
45 364
|
||||
Depreciation
|
4,672
|
|||
50 037
|
||||
Carrying amount:
|
||||
126,145
|
||||
130,795
|
(in thousands of $)
At January 1, 2013 |
116,082
|
|||
Additions
|
22,288
|
|||
Transferred to installments on cancelled newbuildings
|
(92,012
|
)
|
||
Transferred to vessels and equipment (note 7)
|
(30,214
|
)
|
||
16,144
|
||||
16,144
|
||||
Additions
|
10,550
|
|||
26,694
|
(in thousands of $)
|
2014
|
2013
|
||
JUNE
|
DECEMBER
|
|||
Cash at bank and in hand
|
64,728
|
|
81,381
|
|
Short-term deposits
|
62,500
|
12,500
|
,
|
|
Cash and cash equivalents
|
127,228
|
93,881
|
|
|
Restricted deposit
|
6,107
|
4,960
|
||
Cash and cash equivalents and restricted deposit
|
133,335
|
98,841
|
||
(in thousands of $)
|
2014
|
2013
|
||
JUNE
|
DECEMBER
|
|||
Trade receivables, net
|
5,996
|
7,343
|
|
|
Other receivables
|
23,222
|
15,867
|
|
|
Prepayments
|
5,596
|
10,873
|
||
34,814
|
34,083
|
,
|
||
Less non-current portion: other receivables
|
(8,883
|
)
|
(8,588
|
)
|
Current portion
|
25,931
|
25,495
|
,
|
UFC Golden
(in thousands of $)
|
Magnum
Inc.
|
Golden Opus
Inc.
|
Golden Azalea
Inc.
|
Seateam
Management
|
Totals
|
|||||||||||||||||||
Ownership
|
50 %
|
50 %
|
50 %
|
50 %
|
25 %
|
|
||||||||||||||||||
At 1 January, 2013
|
1,248
|
-
|
-
|
-
|
-
|
1,248
|
||||||||||||||||||
Additions
|
-
|
6,350
|
6,924
|
|
6,400
|
-
|
19,674
|
|||||||||||||||||
Disposals/Dividends
|
-
|
-
|
-
|
(7,653
|
)
|
-
|
(7,653
|
)
|
||||||||||||||||
Share of income
|
673
|
834
|
1,276
|
1,253
|
114
|
4,150
|
||||||||||||||||||
At 31 December, 2013
|
1,921
|
7,184
|
,
|
8,200
|
-
|
114
|
17,419
|
,
|
||||||||||||||||
At 1 January, 2014
|
1,921
|
7,184
|
8,200
|
-
|
114
|
17,419
|
||||||||||||||||||
Disposals/Dividends
|
(1,500
|
)
|
(1,055
|
)
|
-
|
-
|
(2,555)
|
|
||||||||||||||||
Transfer to investment in subsidiaries
|
(6,350
|
)
|
-
|
-
|
(6,350
|
)
|
||||||||||||||||||
Share of income
|
739
|
221
|
463
|
-
|
-
|
1,423
|
|
|||||||||||||||||
At 30 June, 2014
|
1,160
|
-
|
8,663
|
-
|
114
|
9,937
|
||||||||||||||||||
The figures reflect the Group's investment in the above companies.
|
(in thousands of $)
Ownership
|
UFC
50%
|
Golden Magnum
Inc.
50%
|
Golden Opus
Inc.
50%
|
Seateam
Management
25%
|
Totals
|
|||||||||||||||
Current assets
|
||||||||||||||||||||
Cash and cash equivalents
|
3,070
|
-
|
3,422
|
-
|
6,492
|
|||||||||||||||
Other current assets
|
1,580
|
-
|
2,246
|
456
|
4,282
|
|||||||||||||||
Total current assets
|
4,650
|
-
|
5,668
|
456
|
10,774
|
|||||||||||||||
Current liabilities
|
-
|
|||||||||||||||||||
Financial liabilities
|
-
|
-
|
458
|
-
|
458
|
|||||||||||||||
Other current liabilities
|
2,330
|
-
|
622
|
-
|
2,952
|
|||||||||||||||
Total current liabilities
|
2,330
|
-
|
1,080
|
-
|
3,410
|
|||||||||||||||
Non-current assets
|
||||||||||||||||||||
Assets
|
-
|
-
|
33,025
|
-
|
33,025
|
|||||||||||||||
Total non-current assets
|
-
|
-
|
33,025
|
-
|
33,025
|
|||||||||||||||
Non-current liabilities
|
||||||||||||||||||||
Financial liabilities
|
-
|
-
|
20,287
|
-
|
20,287
|
|||||||||||||||
Total non-current liabilites
|
-
|
-
|
20,287
|
-
|
20,287
|
|||||||||||||||
Net total assets
|
2,320
|
-
|
17,326
|
456
|
20,102
|
(in thousands of $)
Ownership
|
UFC
50%
|
Golden Magnum
Inc.
50%
|
Golden Opus
Inc.
50%
|
Seateam
Management
25%
|
Totals
|
|||||||||||||||
Current assets
|
||||||||||||||||||||
Cash and cash equivalents
|
3,606
|
804
|
-
|
-
|
4,410
|
|||||||||||||||
Other current assets
|
1,848
|
4,586
|
4,845
|
456
|
11,735
|
|||||||||||||||
Total current assets
|
5,454
|
5,390
|
4,845
|
456
|
16,145
|
|||||||||||||||
Current liabilities
|
||||||||||||||||||||
Financial liabilities
|
-
|
952
|
458
|
-
|
1,410
|
|||||||||||||||
Other current liabilities
|
1,612
|
1,077
|
295
|
2,984
|
||||||||||||||||
Total current liabilities
|
1,612
|
2,029
|
753
|
-
|
4,394
|
|||||||||||||||
Non-current assets
|
||||||||||||||||||||
Assets
|
-
|
33,310
|
33,630
|
-
|
66,940
|
|||||||||||||||
Total non-current assets
|
-
|
33,310
|
33,630
|
-
|
||||||||||||||||
Non-current liabilities
|
||||||||||||||||||||
Financial liabilities
|
-
|
22,303
|
21,322
|
-
|
43,625
|
|||||||||||||||
Total non-current liabilities
|
-
|
22,303
|
21,322
|
-
|
43,625
|
|||||||||||||||
Net total assets
|
3,842
|
14,368
|
16,400
|
456
|
35,066
|
(in thousands of $)
|
2014
|
|||
MARCH 12
|
||||
Non current assets
|
||||
Vessel and equipment
|
45,500
|
|||
Total non-current assets
|
45,500
|
|||
|
||||
Current assets
|
||||
Cash and cash equivalents
|
1,512
|
|||
Other current assets
|
4,014
|
|||
Total current assets
|
5,526
|
|||
Total assets
|
||||
51,026
|
||||
Non current liabilities
|
22,326
|
|||
Long term debt
|
22,326
|
|||
Total non-current liabilities
|
|
|||
Current liabilities
|
||||
Long term debt - current portion
|
952
|
|||
Other current liabilities
|
548
|
|||
Total current liabilities
|
1,500
|
|||
Total liabilities
|
23,826
|
|||
Total identifiable net assets
|
27,200
|
(in thousands of $)
|
2014
JUNE
|
2013
DECEMBER
|
||
Interest derivatives
|
3,339
|
2,566
|
||
Bunkers derivatives
|
72
|
169
|
||
Derivative financial instruments
|
3,411
|
2,735
|
(in thousands of $)
|
2014
JUNE
|
2013
DECEMBER
|
||||||
At 1 January, 2014
|
16,916
|
-
|
||||||
Additions
|
-
|
10,000
|
||||||
Changes in fair value of available-for-sale financial assets
|
(300
|
)
|
7,255
|
|||||
Recycling of changes in fair value of sold available-for-sale financial assets
|
(1,138
|
)
|
(339
|
)
|
||||
At 30 June, 2014
|
15,478
|
16,916
|
(in thousands of $)
|
2014
|
2013
|
||||||
|
JUNE
|
DECEMBER
|
||||||
Listed Equity securities:
|
||||||||
Korea Line Corporation - Asia
|
2,667
|
4,166
|
||||||
Knightsbridge Tankers Limited - US
|
167
|
107
|
||||||
Unlisted Equity securities:
|
||||||||
Greenship Bulk Trust - Europe
|
12,644
|
12,644
|
||||||
Total available for sale-financial assets
|
15,478
|
16,916
|
(in thousands of $)
|
2014
|
2013
|
||||||
|
JUNE
|
DECEMBER
|
||||||
Currencies:
|
||||||||
NOK (Norwegian kroner)
|
12,644
|
12,644
|
||||||
KRW (Korean Won)
|
2,667
|
4,166
|
||||||
US dollar
|
167
|
107
|
||||||
Total available for sale-financial assets
|
15,478
|
16,916
|
(in thousands of $)
|
2014
JUNE
|
2013
DECEMBER
|
||||||
Within one year
|
66,144
|
41,214
|
||||||
Between one and two years
|
151,013
|
120,651
|
||||||
Between two and five years
|
347,925
|
180,172
|
||||||
After five years
|
-
|
67,373
|
||||||
Total debt
|
565,082
|
409,410
|
||||||
Current portion
|
(66,144
|
)
|
(41,214
|
)
|
||||
Long-term debt, nominal value
|
498,938
|
368,196
|
||||||
Value of sellers credit
|
(774
|
)
|
(1,029
|
)
|
||||
Deferred transaction costs
|
(6,070
|
)
|
(4,362
|
)
|
||||
Long-term debt, net
|
492,094
|
362,805
|
(in thousands of $)
|
2014
JUNE
|
2013
DECEMBER |
Non-current
|
||
Bank borrowings and sellers credit
|
315,281
|
362,805
|
Convertible Bond
|
176,813
|
-
|
Finance lease liabilities
|
107,174
|
110,416
|
|
599,268
|
473,221
|
Current
|
|
|
Bank borrowings and sellers credit
|
66,144
|
41,214
|
Finance lease liabilities
|
7,195
|
7,370
|
|
73,339
|
48,584
|
Total borrowings
|
672,607
|
521,805
|
(in thousands of $)
|
Carrying value
|
Fair Value
|
||||||
JUNE
|
JUNE
|
|||||||
Convertible bond
|
178,813
|
|
185,750
|
|
|
Within one year
|
2-5 years
|
6-10 years
|
Total
|
||||||||||||||||||||||||||||
(in thousands of $)
|
6/30/2014
|
12/31/2013
|
6/30/2014
|
12/31/2013
|
6/30/2014
|
12/31/2013
|
6/30/2014
|
12/31/2013
|
||||||||||||||||||||||||
Minimum Lease Payments
|
||||||||||||||||||||||||||||||||
Interest
|
7,349
|
7,501
|
27,894
|
28,652
|
1,880
|
,
|
4,609
|
)
|
37,123
|
40,762
|
||||||||||||||||||||||
Purchase option
|
-
|
55,017
|
55,017
|
33,550
|
33,550
|
88,567
|
88,567
|
|||||||||||||||||||||||||
Instalments
|
7,195
|
|
7,370
|
17,327
|
18,852
|
1,280
|
2,996
|
25,802
|
,
|
29,218
|
|
|||||||||||||||||||||
Total Minimum Lease
|
14,544
|
14,871
|
100,238
|
,
|
102,521
|
36,710
|
41,155
|
151,492
|
,
|
158,547
|
||||||||||||||||||||||
Less interest
|
(37,123
|
)
|
(40,762
|
)
|
||||||||||||||||||||||||||||
Present Value of Lease Obligations
|
114,369
|
117,785
|
||||||||||||||||||||||||||||||
Current portion
|
7,195
|
7,370
|
||||||||||||||||||||||||||||||
Non-current portion
|
107,174
|
|
110,416
|
(in thousands of $)
|
Purchase option exercisable
date
|
Purchase option
amount
|
Lease renewal
date
|
Golden Lyderhorn
|
September 2016
|
11,500
|
September 2016
|
Ocean Minerva
|
January 2018
|
21,052
|
January 2015
|
Golden Heiwa
|
March 2017
|
22,465
|
March 2015
|
Golden Eclipse
|
April 2020
|
33,550
|
April 2020
|
(in thousands of $)
|
2014
|
2013
|
||||||
JUNE
|
DECEMBER
|
|||||||
Trade payables
|
5,305
|
1,512
|
||||||
Accruals
|
11,002
|
6,273
|
||||||
Deferred revenue
|
14,057
|
27,540
|
||||||
Other current liabilities
|
1,695
|
6,331
|
||||||
Total
|
32,059
|
41,656
|
(in thousands of $)
|
Within one year
|
2-5 years
|
Total
|
|||||||||||||||||||||
6/30/2014
|
12/31/2013
|
6/30/2014
|
12/31/2013
|
6/30/2014
|
12/31/2013
|
|||||||||||||||||||
Vessels under construction
|
114,839
|
23,511
|
69,862
|
171,764
|
184,701
|
195,275
|
||||||||||||||||||
Total
|
114,839
|
23,511
|
69,862
|
171,764
|
184,701
|
195,275
|
(in thousands of $)
|
2014
|
2013
|
||||||||
.
|
JUNE
|
DECEMBER
|
||||||||
Within one year
|
6,571
|
25,099
|
||||||||
In the second to fifth years
|
581
|
17,351
|
||||||||
Total minimum lease payments
|
7,151
|
42,450
|
(in thousands of $)
|
2014
|
2013
|
||||||||
.
|
JUNE
|
DECEMBER
|
||||||||
Within one year
|
74,274
|
67,251
|
||||||||
In the second to fifth years
|
165,165
|
164,207
|
||||||||
Later than five years
|
38,997
|
55,918
|
||||||||
Total minimum lease revenue
|
278,436
|
287,376
|
(in thousands of $)
|
Level 1
|
Level 2
|
Total
|
Assets
|
|||
Available-for-sale financial assets
|
2,834
|
12,644
|
15,478
|
Derivative financial instruments (interest swap)
|
-
|
3,411
|
3,411
|
Total assets
|
2,834
|
16,055
|
18,889
|
(in thousands of $)
|
Level 1
|
Level 2
|
Total
|
|||||||||
Assets
|
||||||||||||
Available-for-sale financial assets
|
4,272
|
12,644
|
16,916
|
|||||||||
Derivative financial instruments (interest swap)
|
-
|
2,735
|
2,735
|
|||||||||
Total assets
|
4,272
|
15,379
|
19,651
|
|||||||||
2014
JUNE
|
2013
DECEMBER
|
|||||||||||||||
Number of
share options
|
Weighted average
exercise price USD
|
Number of
share options
|
Weighted average
exercise price USD
|
|||||||||||||
At the beginning of the year
|
4,945,000
|
0,81
|
5,000,000
|
0,91
|
||||||||||||
Exercised year to date
|
(90,000
|
)
|
(55,000
|
)
|
||||||||||||
Outstanding
|
4,855,000
|
0,76
|
4,945,000
|
0,81
|
||||||||||||
Exercisable
|
1,480,000
|
0,93
|
1,570,000
|
0,97
|
(in thousands of $)
|
||||
--
|
||||
Transferred from installments on cancelled newbuildings
|
192,976
|
|
||
Amount receivedfrom refundable installments on cancelled newbuildings
|
(54,036
|
)
|
||
Gain from refundable installments on cancelled newbuildings
|
10,537
|
|||
149,477
|
Page
|
|
Consolidated Comprehensive Income Statement for the periods ended September 30, 2014 and 2013
|
F-19
|
Consolidated Balance Sheet as at September 30, 2014 and December 31, 2013
|
F-20
|
Consolidated Cash Flow Statement for the periods ended September 30, 2014 and 2013
|
F-21
|
Consolidated Statement of Changes in Equity for the periods ended September 30, 2014 and 2013
|
F-22
|
Notes to Condensed Interim financial information
|
F-23 |
|
|
2014
|
2013
|
2014
|
2013
|
||
Notes
|
Jul-Sep
|
Jul-Sep
|
Jan-Sep
|
Jan-Sep
|
|
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
||
Operating revenue
|
|||||
Time charter and voyage charter revenues
|
52,678
|
78,335
|
193,673
|
206,966
|
|
Other operating revenue
|
3
|
764
|
429
|
6,764
|
30,937
|
Total operating revenue
|
53,442
|
78,764
|
200,437
|
237,903
|
|
Operating expenses
|
|||||
Voyage expenses and commission
|
17,679
|
21,063
|
61,781
|
55,638
|
|
Vessel operating expenses
|
15,359
|
12,260
|
41,704
|
34,130
|
|
Charter hire expenses
|
4,949
|
16,063
|
35,890
|
42,417
|
|
Administrative expenses
|
2,882
|
3,013
|
8,453
|
9,630
|
|
Depreciation
|
7, 8
|
12,528
|
9,814
|
35,046
|
28,633
|
Total operating expenses
|
53,397
|
62,213
|
182,874
|
170,448
|
|
Other gain (losses) net
|
|||||
Share of income from associates and Joint Ventures
|
12
|
500
|
497
|
1,923
|
1,080
|
Other gains (losses) net
|
4
|
(5,899)
|
4,998
|
4,561
|
4,782
|
Total other gains (losses) net
|
(5,399)
|
5,495
|
6,484
|
5,862
|
|
Operating profit (loss)
|
(5,354)
|
22,046
|
24,047
|
73,317
|
|
Interest income
|
224
|
374
|
819
|
889
|
|
Interest expense
|
5
|
(8,263)
|
(4,807)
|
(23,671)
|
(14,160)
|
Other financial items
|
6
|
1,795
|
(1,491)
|
(1,619)
|
6,338
|
Total net financial items
|
(6,244)
|
(5,924)
|
(24,471)
|
(6,933)
|
|
Profit (loss) before income tax
|
(11,598)
|
16,122
|
(424)
|
66,384
|
|
Income tax
|
(40)
|
(50)
|
(115)
|
(85)
|
|
Profit (loss) for the period
|
(11,638)
|
16,072
|
(539)
|
66,299
|
|
Other comprehensive income:
|
|||||
Items that may be subsequently reclassified to profit or loss
|
|||||
Changes in fair value of available-for-sale financial assets
|
(1,232)
|
(206)
|
(1,532)
|
985
|
|
Recycling of changes in fair value of sold available-for-sale financial assets
|
(1,105)
|
(339)
|
(2,243)
|
(339)
|
|
Total comprehensive income (loss) for the period
|
(13,975)
|
15,527
|
(4,314)
|
66,945
|
|
Profit (loss) attributable to:
|
|||||
- Owners of the parent
|
(11,441)
|
15,357
|
54
|
65,805
|
|
- Non-controlling interests
|
(197)
|
715
|
(593)
|
494
|
|
Profit (loss) for the period
|
(11,638)
|
16,072
|
(539)
|
66,299
|
|
Comprehensive income (loss) attributable to:
|
|||||
Owners of the parent
|
(13,778)
|
14,812
|
(3,721)
|
66,451
|
|
Non-controlling interests
|
(197)
|
715
|
(593)
|
494
|
|
Total comprehensive income (loss) for the period
|
(13,975)
|
15,527
|
(4,314)
|
66,945
|
|
Basic and diluted earnings per share
|
$(0.03)
|
$0.04
|
$0.00
|
$0.15
|
2014
|
2013
|
||
(in thousands of $)
|
Notes
|
Sep 30
|
Dec 31
|
ASSETS
|
Unaudited
|
||
Non current assets
|
|||
Vessels and equipment
|
7
|
824,903
|
667,788
|
Vessels held under finance leases
|
8
|
123,890
|
130,795
|
Vessels under construction
|
9
|
30,578
|
16,144
|
Other long term receivables
|
11
|
9,035
|
8,588
|
Available-for-sale financial assets
|
15
|
13,141
|
16,916
|
Derivative financial instruments
|
14
|
4,188
|
2,735
|
Instalments on cancelled newbuildings
|
-
|
192,976
|
|
Investment in associates and Joint Ventures
|
12
|
10,388
|
17,419
|
Total non-current assets
|
1,016,123
|
1,053,361
|
|
Current assets
|
|||
Inventories
|
11,590
|
10,775
|
|
Trade and other receivables
|
11
|
30,682
|
25,495
|
Refundable installments on cancelled newbuildings
|
24
|
102,595
|
-
|
Restricted deposit
|
10
|
3,996
|
4,960
|
Cash and cash equivalents
|
10
|
129,189
|
93,881
|
Total current assets
|
278,052
|
135,110
|
|
Total assets
|
1,294,175
|
1,188,471
|
|
EQUITY AND LIABILITIES
|
|||
Equity attributable to equity holders of the parent
|
|||
Share capital
|
44,731
|
44,726
|
|
Additional paid in capital
|
99,187
|
99,156
|
|
Other reserves
|
47,805
|
23,466
|
|
Retained earnings
|
420,267
|
453,434
|
|
611,990
|
620,782
|
||
Non-controlling interests
|
15
|
1,108
|
|
Total Equity
|
612,005
|
621,890
|
|
Non-Current Liabilities
|
|||
Long term debt
|
16, 17
|
450,278
|
362,805
|
Obligations under finance leases
|
18
|
105,786
|
110,416
|
Other long term liabilities
|
1,677
|
1,903
|
|
Total non-current liabilities
|
557,741
|
475,124
|
|
Current Liabilities
|
|||
Long-term debt - current portion
|
16
|
86,106
|
41,214
|
Obligations under finance leases – current portion
|
18
|
6,798
|
7,370
|
Amount due to related parties
|
2,038
|
1,216
|
|
Trade payables and other current liabilities
|
19
|
29,487
|
41,656
|
Total current liabilities
|
124,429
|
91,456
|
|
Total liabilities and shareholders' equity
|
1,294,175
|
1,188,471
|
2014
|
2013
|
||
Notes
|
Jan-Sep
|
Jan-Sep
|
|
OPERATING ACTIVITIES
|
Unaudited
|
Unaudited
|
|
Profit (loss) for the period
|
(539)
|
66,384
|
|
Adjustments for:
|
|||
Share based payment
|
382
|
1,017
|
|
Stock options paid in cash
|
(54)
|
-
|
|
Gain on sale and Impairment of available-for-sale financial assets
|
(2,495)
|
(339)
|
|
Share of (profit) loss from associates and Joint Ventures
|
12
|
(8,121)
|
(1,080)
|
Gain from refundable instalments for cancelled newbuildings
|
(10,658)
|
-
|
|
Interest expensed
|
16,890
|
7,516
|
|
Interest income
|
(819)
|
(889)
|
|
Depreciation
|
7, 8
|
35,046
|
28,633
|
Amortisation of deferred charges
|
1,024
|
459
|
|
Foreign currency gain (losses)
|
179
|
107
|
|
Imputed interest on other long term receivables
|
(447)
|
(417)
|
|
Net change in:
|
|||
Amount due to related parties
|
822
|
(629)
|
|
Derivative financial instrument
|
14
|
6,132
|
(5,775)
|
Trade and other receivables
|
11
|
(5,634)
|
(8,788)
|
Inventories
|
(816)
|
(9,261)
|
|
Trade payables and other current liabilities
|
19
|
(7,657)
|
(9,985)
|
Net cash provided by operating activities
|
23,235
|
66,954
|
|
INVESTING ACTIVITIES
|
|||
Changes in restricted deposit
|
965
|
1,902
|
|
Interest received
|
819
|
889
|
|
Payments on vessels
|
7, 9
|
(143,294)
|
(49,497)
|
Payment of business combination
|
7, 13
|
(13,600)
|
-
|
Capitalised docking and periodic maintenance
|
(11,510)
|
(783)
|
|
Investment in Joint Venture
|
12
|
-
|
(30,825)
|
Proceeds from cancelled newbuildings
|
103,569
|
-
|
|
Sale of short term investment
|
-
|
339
|
|
Sale of available-for-sale financial assets
|
2,495
|
-
|
|
Net cash provided by (used in) investing activities
|
(60,556)
|
(77,975)
|
|
FINANCING ACTIVITIES
|
|||
Payment of financing charges
|
(3,659)
|
(714)
|
|
Payment of interest
|
(12,065)
|
(7,498)
|
|
Payment of interest swaps
|
(6,132)
|
(2,941)
|
|
Repayment of obligations under finance leases
|
(5,117)
|
(4,881)
|
|
Repayment of long term debt
|
(61,895)
|
(32,706)
|
|
Proceeds from long term debt
|
-
|
24,017
|
|
Proceeds from related party
|
-
|
10,000
|
|
Proceeds from issue of new shares
|
36
|
-
|
|
Payment of dividends
|
(38,539)
|
(4,473)
|
|
Proceeds from Convertible bonds
|
200,000
|
-
|
|
Net cash (used in) provided by financing activities
|
72,629
|
(19,196)
|
|
Net change in cash and cash equivalents
|
35,308
|
(30,217)
|
|
Cash and cash equivalents at beginning of period
|
93,881
|
104,359
|
|
Cash and cash equivalents at end of period
|
10
|
129,189
|
74,142
|
Share
Capital |
Additional paid in capital
|
Other Reserves
|
Retained Earnings
|
Total
|
Non-Controlling interests
|
Total Equity
|
|
Balance at January 1, 2013
|
44,726
|
99,156
|
16,550
|
377,372
|
537,805
|
491
|
538,296
|
Comprehensive income for the period
|
-
|
-
|
646
|
65,890
|
66,536
|
494
|
67,030
|
Dividends and related tax
|
-
|
-
|
-
|
(4,473)
|
(4,473)
|
-
|
(4,473)
|
Value of services under stock options scheme
|
-
|
-
|
-
|
1,017
|
1,017
|
-
|
1,017
|
Balance at September 30, 2013
|
44,726
|
99,156
|
17,196
|
439,807
|
600,885
|
985
|
601,870
|
Balance at January 1, 2014
|
44,726
|
99,156
|
23,466
|
453,434
|
620,782
|
1,108
|
621,890
|
Comprehensive income (loss) for the period
|
-
|
-
|
(3,775)
|
54
|
(3,721)
|
(593)
|
(4,314)
|
Equity portion Convertible Bond
|
-
|
-
|
28,114
|
-
|
28,114
|
-
|
28,114
|
Issue of new share capital
|
5
|
31
|
-
|
-
|
36
|
21
|
57
|
Dividends and related tax
|
-
|
-
|
-
|
(33,549)
|
(33,549)
|
(521)
|
(34,070)
|
Value of services under stock options scheme
|
-
|
-
|
-
|
382
|
382
|
-
|
382
|
Stock option paid in cash
|
-
|
-
|
-
|
(54)
|
(54)
|
-
|
(54)
|
Balance at September 30, 2014
|
44,731
|
99,187
|
47,805
|
420,267
|
611,990
|
15
|
612,005
|
(in thousands of $)
|
2014
|
2013
|
2014
|
2013
|
Jul-Sep
|
Jul-Sep
|
Jan-Sep
|
Jan-Sep
|
|
Management fee revenues
|
695
|
429
|
1,365
|
937
|
Other revenues
|
69
|
-
|
5,399
|
30,000
|
Total other revenue
|
764
|
429
|
6,764
|
30,937
|
(in thousands of $)
|
2014
|
2013
|
2014
|
2013
|
Jul-Sep
|
Jul-Sep
|
Jan-Sep
|
Jan-Sep
|
|
Gain (loss) on Forward freight agreements
|
(5,801)
|
4,668
|
(12,036)
|
4,948
|
Gain (loss) on bunkers derivatives
|
(219)
|
330
|
(259)
|
(166)
|
Gain (loss) from refundable installments for cancelled newbuildings
|
121
|
-
|
10,658
|
-
|
Gain from purchase of Shares in Joint Venture
|
-
|
-
|
6,198
|
-
|
Total other gains (losses) net
|
(5,899)
|
4,998
|
4,561
|
4,782
|
(in thousands of $)
|
2014
|
2013
|
2014
|
2013
|
Jul-Sep
|
Jul-Sep
|
Jan-Sep
|
Jan-Sep
|
|
Interest on bank overdrafts and loans
|
6,549
|
3,095
|
19,707
|
9,466
|
Interest on obligations under finance leases
|
1,897
|
2,048
|
5,757
|
6,185
|
Total interest expense
|
8,446
|
5,143
|
25,464
|
15,651
|
Less amounts included in the cost of qualifying assets
|
(183)
|
(337)
|
(1,793)
|
(1,491)
|
Net interest expense
|
8,263
|
4,807
|
23,671
|
14,160
|
(in thousands of $)
|
2014
|
2013
|
2014
|
2013
|
Jul-Sep
|
Jul-Sep
|
Jan-Sep
|
Jan-Sep
|
|
Interest swap
|
691
|
(2,420)
|
(4,417)
|
5,536
|
Other financial items
|
1,104
|
929
|
2,798
|
802
|
Total other financial items
|
1,795
|
(1,491)
|
(1,619)
|
6,338
|
Vessel
|
Built
|
DWT
|
Flag
|
|
Channel Alliance
|
1996
|
171,978
|
Hong Kong
|
|
Channel Navigator
|
1997
|
172,058
|
Hong Kong
|
|
Golden Saguenay
|
2008
|
75,500
|
Hong Kong
|
|
Golden Opportunity
|
2008
|
75,500
|
Hong Kong
|
|
Golden Ice
|
2008
|
75,845
|
Hong Kong
|
|
Golden Feng
|
2009
|
170,500
|
Marshall Island
|
|
Golden Strength
|
2009
|
75,745
|
Hong Kong
|
|
Golden Shui
|
2009
|
170,500
|
Marshall Island
|
|
Golden Magnum
|
2009
|
179,788
|
Hong Kong
|
|
Golden Beijing
|
2010
|
176,000
|
Hong Kong
|
|
Golden Eminence
|
2010
|
79,447
|
Hong Kong
|
|
Golden Empress
|
2010
|
79,600
|
Hong Kong
|
|
Golden Endeavour
|
2010
|
79,600
|
Hong Kong
|
|
Golden Endurer
|
2011
|
79,600
|
Hong Kong
|
|
Golden Enterprise
|
2011
|
79,471
|
Hong Kong
|
|
Golden Zhoushan
|
2011
|
175,834
|
Hong Kong
|
|
Golden Suek
|
2011
|
74,500
|
Hong Kong
|
|
Golden Bull
|
2012
|
74,500
|
Hong Kong
|
|
Golden Daisy
|
2012
|
81,507
|
Marshall Island
|
|
Golden Ginger
|
2012
|
81,487
|
Marshall Island
|
|
Golden Rose
|
2012
|
81,585
|
Marshall Island
|
|
Golden Brilliant
|
2013
|
74,500
|
Hong Kong
|
|
Golden Pearl
|
2013
|
74,187
|
Hong Kong
|
|
Golden Diamond
|
2013
|
74,187
|
Hong Kong
|
|
Golden Ruby
|
2013
|
74,500
|
Hong Kong
|
(in thousands of $)
|
Vessels
|
Docking and periodic maintenance
|
Fixtures and Equipment
|
Total
|
Cost:
|
||||
768,452
|
7,482
|
486
|
776,420
|
|
Additions
|
51,803
|
3,486
|
10
|
55,299
|
Transferred from vessels under construction (note 9)
|
29,214
|
1,000
|
-
|
30,214
|
849,469
|
11,968
|
496
|
861,932
|
|
849,469
|
11,968
|
496
|
861,932
|
|
Additions
|
128,213
|
11,367
|
25
|
139,605
|
Additions from purchase of business combination
|
45,500
|
-
|
-
|
45,500
|
1,023,182
|
23,335
|
521
|
1,047,037
|
|
Accumulated depreciation and impairment:
|
||||
161,414
|
3,081
|
408
|
164,903
|
|
Depreciation
|
27,192
|
2,025
|
25
|
29,241
|
188,606
|
5,106
|
433
|
194,144
|
|
188,606
|
5,106
|
433
|
194,144
|
|
Depreciation
|
24,044
|
3,930
|
16
|
27,990
|
212,650
|
9,036
|
449
|
222,134
|
|
Carrying amount:
|
||||
810,532
|
14,299
|
72
|
824,903
|
|
660,863
|
6,862
|
63
|
667,788
|
Vessel
|
Built
|
DWT
|
Flag
|
|
Golden Lyderhorn
|
1999
|
74,242
|
Hong Kong
|
|
Ocean Minerva
|
2007
|
75,698
|
Panama
|
|
Golden Heiwa
|
2007
|
76,662
|
Panama
|
|
Golden Eclipse
|
2010
|
79,600
|
Hong Kong
|
|
(in thousands of $)
|
||||
Cost:
|
||||
176,159
|
||||
176,159
|
176,159
|
||||
Additions
|
142
|
|||
176,301
|
35,942
|
||||
Depreciation
|
9,422
|
|||
45,364
|
45,364
|
||||
Depreciation
|
7,047
|
|||
52,411
|
123,890
|
||||
130,795
|
(in thousands of $)
|
|
116,082
|
|
Additions
|
22,288
|
Transferred to instalments on cancelled newbuildings
|
(92,012)
|
Transferred to vessels and equipment (note 7)
|
(30,214)
|
16,144
|
|
|
16,144
|
Additions
|
14,434
|
30,578
|
(in thousands of $)
|
2014
|
2013
|
September
|
December
|
|
Cash at bank and in hand
|
71,689
|
81,381
|
Short-term deposits
|
57,500
|
12,500
|
Cash and cash equivalents
|
129,189
|
93,881
|
Restricted deposit
|
3,996
|
4,960
|
Cash and cash equivalents and restricted deposit
|
133,185
|
98,841
|
(in thousands of $)
|
2014
|
2013
|
September
|
December
|
|
Trade receivables, net
|
6,278
|
7,343
|
Other receivables
|
25,812
|
15,867
|
Prepayments
|
7,627
|
10,873
|
39,717
|
34,083
|
|
Less non-current portion: other receivables
|
(9,035)
|
(8,588)
|
Current portion
|
30,682
|
25,495
|
(in thousands of $)
|
UFC
|
Golden Magnum Inc.
|
Golden Opus Inc.
|
Golden Azalea Inc.
|
Seateam Management
|
Totals
|
Ownership
|
50%
|
50%
|
50%
|
50%
|
21%
|
|
At 1 January, 2013
|
1248
|
-
|
-
|
-
|
-
|
1,248
|
Additions
|
-
|
6,350
|
6,924
|
6,400
|
-
|
19,674
|
Disposals/Dividends
|
-
|
-
|
-
|
(7,653)
|
-
|
(7,653)
|
Share of income
|
673
|
834
|
1,276
|
1,253
|
114
|
4,150
|
At 31 December, 2013
|
1921
|
7,184
|
8,200
|
-
|
114
|
17419
|
At 1 January, 2014
|
1921
|
7,184
|
8,200
|
-
|
114
|
17,419
|
Disposals/Dividends
|
(1,500)
|
-
|
-
|
-
|
(49)
|
(1,549)
|
Transfer to investment in subsidiaries
|
(7,405)
|
-
|
-
|
-
|
(7,405)
|
|
Share of income
|
968
|
221
|
463
|
-
|
271
|
1,923
|
At 30 September, 2014
|
1,389
|
-
|
8,663
|
-
|
336
|
10,388
|
(in thousands of $)
|
UFC
|
Golden Magnum Inc.
|
Golden Opus Inc.
|
Seateam Management
|
Totals
|
Ownership
|
50%
|
50%
|
50%
|
21%
|
|
Current assets
|
|||||
Cash and cash equivalents
|
4,620
|
-
|
3,897
|
-
|
8,517
|
Other current assets
|
3,354
|
-
|
2,698
|
1,580
|
7,632
|
Total current assets
|
7,974
|
-
|
6,595
|
1,580
|
16,149
|
Current liabilities
|
|||||
Financial liabilities
|
-
|
-
|
1,833
|
-
|
1,833
|
Other current liabilities
|
5,197
|
-
|
1,639
|
-
|
6,836
|
Total current liabilities
|
5,197
|
-
|
3,472
|
-
|
8,669
|
Non-current assets
|
|||||
Assets
|
-
|
-
|
32,719
|
-
|
32,719
|
Total non-current assets
|
-
|
-
|
32,719
|
-
|
32,719
|
Non-current liabilities
|
|||||
Financial liabilities
|
-
|
-
|
18,515
|
-
|
18,515
|
Total non-current liabilities
|
-
|
-
|
18,515
|
-
|
18,515
|
Net total assets
|
2,778
|
-
|
17,326
|
1,580
|
21,684
|
(in thousands of $)
|
UFC
|
Golden Magnum Inc.
|
Golden Opus Inc.
|
Seateam Management
|
Totals
|
Ownership
|
50%
|
50%
|
50%
|
25%
|
|
Current assets
|
|||||
Cash and cash equivalents
|
3,606
|
804
|
-
|
-
|
4,410
|
Other current assets
|
1,848
|
4,586
|
4,845
|
456
|
11,735
|
Total current assets
|
5,454
|
5,390
|
4,845
|
456
|
16,145
|
Current liabilities
|
|||||
Financial liabilities
|
-
|
952
|
458
|
-
|
1,410
|
Other current liabilities
|
1,612
|
1,077
|
295
|
-
|
2,984
|
Total current liabilities
|
1,612
|
2,029
|
753
|
-
|
4,394
|
Non-current assets
|
|||||
Assets
|
-
|
33,310
|
33,630
|
-
|
66,940
|
Total non-current assets
|
-
|
33,310
|
33,630
|
-
|
|
Non-current liabilities
|
|||||
Financial liabilities
|
-
|
22,303
|
21,322
|
-
|
43,625
|
Total non-current liabilities
|
-
|
22,303
|
21,322
|
-
|
43,625
|
Net total assets
|
3,842
|
14,368
|
16,400
|
456
|
35,066
|
(in thousands of $)
|
2014
|
March 12
|
|
Non current assets
|
|
Vessel and equipment
|
45,500
|
Total non-current assets
|
45,500
|
Current assets
|
|
Cash and cash equivalents
|
1,512
|
other current assets
|
4,014
|
Total current assets
|
5,526
|
Total assets
|
51,026
|
Non current liabilities
|
|
Long term debt
|
22,326
|
Total non-current liabilities
|
22,326
|
Current liabilities
|
|
Long term debt - current portion
|
952
|
other current liabilities
|
548
|
Total current liabilities
|
1,500
|
Total liabilities
|
23,826
|
Total identifiable net assets
|
27,200
|
(in thousands of $)
|
2014
|
2013
|
September
|
December
|
|
Interest derivatives
|
4,281
|
2,566
|
Bunkers derivatives
|
(93)
|
169
|
Derivative financial instruments
|
4,188
|
2,735
|
(in thousands of $)
|
2014
|
2013
|
September
|
December
|
|
At 1 January, 2014
|
16,916
|
-
|
Additions
|
-
|
10,000
|
Changes in fair value of available-for-sale financial assets
|
(1,532)
|
7,255
|
Recycling of changes in fair value of sold available-for-sale financial assets
|
(2,243)
|
(339)
|
At 30 September, 2014
|
13,141
|
16,916
|
(in thousands of $)
|
2014
|
2013
|
|
September
|
December
|
||
Listed Equity securities:
|
|||
Korea Line Corporation - Asia
|
1,603
|
4,166
|
|
Knightsbridge Tankers Limited - US
|
212
|
107
|
|
Unlisted Equity securities:
|
|||
Greenship Bulk Trust - Europe
|
11,326
|
12,644
|
|
Total available for sale-financial assets
|
13,141
|
16,916
|
(in thousands of $)
|
2014
|
2013
|
September
|
December
|
|
Currencies:
|
||
NOK (Norwegian kroner)
|
11,326
|
12,644
|
KRW (Korean Won)
|
1,603
|
4,166
|
US dollar
|
212
|
107
|
Total available for sale-financial assets
|
13,141
|
16,916
|
(in thousands of $)
|
2014
|
2013
|
September
|
December
|
|
Within one year
|
86,106
|
41,214
|
Between one and two years
|
116,274
|
120,651
|
Between two and five years
|
340,237
|
180,172
|
After five years
|
-
|
67,373
|
Total debt
|
542,617
|
409,410
|
Current portion
|
(86,106)
|
(41,214)
|
Long-term debt, nominal value
|
456,511
|
368,196
|
Value of sellers credit
|
(647)
|
(1,029)
|
Deferred transaction costs
|
(5,586)
|
(4,362)
|
Long-term debt, net
|
450,278
|
362,805
|
(in thousands of $)
|
2014
|
2013
|
|
September
|
December
|
||
Non-current
|
|||
Bank borrowings and sellers credit
|
273,223
|
362,805
|
|
Convertible Bond
|
177,055
|
-
|
|
Finance lease liabilities
|
105,786
|
110,416
|
|
556,064
|
473,221
|
Current
|
|||
Bank borrowings and sellers credit
|
86,106
|
41,214
|
|
Finance lease liabilities
|
6,798
|
7,370
|
|
92,904
|
48,584
|
||
Total borrowings
|
648,968
|
521,805
|
(in thousands of $)
|
Carrying value
|
Fair Value
|
September
|
September
|
|
Convertible bond
|
177,055
|
171,750
|
Within one year
|
2-5 years
|
6-10 years
|
Total
|
|||||
(in thousands of $)
|
9/30/2014
|
12/31/2013
|
9/30/2014
|
12/31/2013
|
9/30/2014
|
12/31/2013
|
9/30/2014
|
12/31/2013
|
Minimum Lease Payments
|
||||||||
Interest
|
7,029
|
7,501
|
27,169
|
28,652
|
1,000
|
4,609
|
35,198
|
40,762
|
Purchase option
|
-
|
-
|
55,017
|
55,017
|
33,550
|
33,550
|
88,567
|
88,567
|
Instalments
|
6,798
|
7,370
|
16,541
|
18,852
|
678
|
2,996
|
24,017
|
29,218
|
Total Minimum Lease Payments
|
13,827
|
14,871
|
98,727
|
102,521
|
35,228
|
41,155
|
147,782
|
158,547
|
Less interest
|
(35,198)
|
(40,762)
|
||||||
Present Value of Lease Obligations
|
112,584
|
117,785
|
||||||
Current portion
|
6,798
|
7,370
|
||||||
Non-current portion
|
105,786
|
110,416
|
(in thousands of $)
|
Purchase option exercisable date
|
Purchase option amount
|
Lease renewal date
|
Golden Lyderhorn
|
September 2016
|
11,500
|
September 2016
|
Ocean Minerva
|
January 2018
|
21,052
|
January 2015
|
Golden Heiwa
|
March 2017
|
22,465
|
March 2015
|
Golden Eclipse
|
April 2020
|
33,550
|
April 2020
|
(in thousands of $)
|
2014
|
2013
|
September
|
December
|
|
Trade payables
|
3,907
|
1,512
|
Accruals
|
10,463
|
6,273
|
Deferred revenue
|
13,363
|
27,540
|
Other current liabilities
|
1,754
|
6,331
|
Total
|
29,487
|
41,656
|
(in thousands of $)
|
Within one year
|
2-5 years
|
Total
|
|||
9/30/2014
|
12/31/2013
|
9/30/2014
|
12/31/2013
|
9/30/2014
|
12/31/2013
|
|
Vessels under construction
|
117,426
|
23,511
|
64,688
|
171,764
|
182,114
|
195,275
|
Total
|
117,426
|
23,511
|
64,688
|
171,764
|
182,114
|
195,275
|
(in thousands of $)
|
2014
|
2013
|
September
|
December
|
|
Within one year
|
4,046
|
25,099
|
In the second to fifth years
|
-
|
17,351
|
Total minimum lease payments
|
4,046
|
42,450
|
(in thousands of $)
|
2014
|
2013
|
September
|
December
|
|
Within one year
|
75,382
|
67,251
|
In the second to fifth years
|
158,200
|
164,207
|
Later than five years
|
30,519
|
55,918
|
Total minimum lease revenue
|
264,101
|
287,376
|
(in thousands of $)
|
Level 1
|
Level 2
|
Total
|
Assets
|
|||
Available-for-sale financial assets
|
1,815
|
11,326
|
13,141
|
Derivative financial instruments (interest swap)
|
-
|
4,188
|
4,188
|
Total assets
|
1,815
|
15,514
|
17,329
|
(in thousands of $)
|
Level 1
|
Level 2
|
Total
|
Assets
|
|||
Available-for-sale financial assets
|
4,272
|
12,644
|
16,916
|
Derivative financial instruments (interest swap)
|
-
|
2,735
|
2,735
|
Total assets
|
4,272
|
15,379
|
19,651
|
2014
|
2013
|
|||
September
|
December
|
|||
Number of share
options
|
Weighted average
exercise price
|
Number of
share options
|
Weighted average
exercise price
|
|
USD
|
USD
|
|||
At the beginning of the year
|
4,945,000
|
0.81
|
5,000,000
|
0.91
|
Exercised year to date
|
(90,000)
|
(55,000)
|
||
Outstanding
|
4,855,000
|
0.68
|
4,945,000
|
0.81
|
Exercisable
|
1,480,000
|
0.83
|
1,570,000
|
0.97
|
(in thousands of $)
|
|
-
|
|
Transferred from instalments on cancelled newbuildings
|
192,976
|
Amount received from refundable instalmemts on cancelled newbuildings
|
(101,039)
|
Gain from refundable instalments on cancelled newbuildings
|
10,658
|
102,595
|
Page
|
|
Independent auditor's report
|
F-37
|
Consolidated Comprehensive Income Statement for the three years ended December 31, 2013
|
F-38
|
Consolidated Balance Sheet as at December 31, 2013 and 2012
|
F-39
|
Consolidated Cash Flow Statement for the three years ended December 31, 2013
|
F-41
|
Consolidated Statement of Changes in Equity for the three years ended December 31, 2013
|
F-42
|
Notes to Consolidated Financial Statements
|
F-43
|
Year ended December 31
|
||||||||||||||||
Operating revenues
|
Note
|
2013
|
2012
|
2011
|
||||||||||||
Time charter and voyage charter revenues
|
3
|
276,457
|
227,137
|
316,294
|
||||||||||||
Other operation revenue
|
3
|
32,444
|
2,703
|
822
|
||||||||||||
Total operating revenue
|
3
|
308,901
|
229,840
|
317,116
|
||||||||||||
Operating expenses
|
||||||||||||||||
Voyage expenses and commission
|
70,448
|
37,054
|
70,798
|
|||||||||||||
Impairment of trade receivables
|
18
|
-
|
6,199
|
-
|
||||||||||||
Vessel operating expenses
|
46,012
|
41,468
|
36,333
|
|||||||||||||
Charter hire expenses
|
57,723
|
29,747
|
72,627
|
|||||||||||||
Administrative expenses
|
4
|
12,233
|
13,207
|
10,732
|
||||||||||||
Depreciation
|
12,13,14
|
38,664
|
35,792
|
33,824
|
||||||||||||
Impairment of vessels and vessels under construction
|
5
|
-
|
30,288
|
38,700
|
||||||||||||
Total operating expenses
|
225,079
|
193,755
|
263,015
|
|||||||||||||
Other gains (losses)
Impairment of available-for-sale financial assets
|
19
|
-
|
-
|
(14,099
|
)
|
|||||||||||
Share of income from associates and Joint Ventures
|
16
|
4,149
|
1,422
|
818
|
||||||||||||
Other gains (losses) net
|
6
|
7,291
|
(3,142
|
)
|
5,826
|
|||||||||||
Total other gains (losses) net
|
11,440
|
(1,720
|
)
|
(7,455
|
)
|
|||||||||||
Operating profit
|
95,262
|
34,365
|
46,646
|
|||||||||||||
Interest income
|
7
|
1,096
|
1,372
|
1,195
|
||||||||||||
Interest expense
|
8
|
(19,115
|
)
|
(21,356
|
)
|
(23,087
|
)
|
|||||||||
Other financial items
|
9
|
7,423
|
(2,717
|
)
|
(10,474
|
)
|
||||||||||
Total net financial items
|
(10,596
|
)
|
(22,701
|
)
|
(32,366
|
)
|
||||||||||
Profit before income tax
|
84,666
|
11,664
|
14,280
|
|||||||||||||
Income tax
|
10
|
(174
|
)
|
(67
|
)
|
(86
|
)
|
|||||||||
Profit for the year
|
84,492
|
11,597
|
14,194
|
|||||||||||||
Other comprehensive income:
|
||||||||||||||||
Items that may be subsequently reclassified to profit or loss
|
||||||||||||||||
Changes in fair value of available-for-sale financial assets
|
19,21
|
7,255
|
-
|
-
|
||||||||||||
Recycling of changes in fair value of sold available-for-sale financial assets
|
19,21
|
(339
|
)
|
-
|
(6,871
|
)
|
||||||||||
Currency translation differences
|
-
|
-
|
(85
|
)
|
||||||||||||
Total comprehensive income for the year
|
91,408
|
11,597
|
7,238
|
|||||||||||||
Profit attributable to:
|
||||||||||||||||
- Owners of the parent
|
83,875
|
11,602
|
14,319
|
|||||||||||||
- Non-controlling interests
|
617
|
(5
|
)
|
(125
|
)
|
|||||||||||
Profit for the year
|
84,492
|
11,597
|
14,194
|
|||||||||||||
Comprehensive income attributable to:
|
||||||||||||||||
- Owners of the parent
|
90,791
|
11,602
|
7,386
|
|||||||||||||
- Non-controlling interests
|
617
|
(5
|
)
|
(148
|
)
|
|||||||||||
Total comprehensive income for the year
|
91,408
|
11,597
|
7,238
|
|||||||||||||
Basic and diluted earnings per share
|
11
|
|
$0.19
|
|
$0.03
|
|
$0.03
|
|||||||||
See accompanying notes that are an integral part of these financial statements.
|
As at December 31
|
||||||||||||
(in thousands of $)
|
Notes
|
2013
|
2012
|
|||||||||
ASSETS
|
||||||||||||
Non current assets
|
||||||||||||
Vessels and equipment
|
12
|
667,788
|
611,517
|
|||||||||
Vessels held under finance leases
|
13
|
130,795
|
140,217
|
|||||||||
Vessels under construction
|
14
|
16,144
|
116,082
|
|||||||||
Other long term receivables
|
18
|
8,588
|
8,026
|
|||||||||
Available-for-sale financial assets
|
19
|
16,916
|
-
|
|||||||||
Derivative financial instruments
|
30
|
2,735
|
-
|
|||||||||
Installments on cancelled newbuildings
|
14,15
|
192,976
|
100,325
|
|||||||||
Investment in as sociated com panies and Joint Ventures
|
16
|
17,419
|
1,248
|
|||||||||
Total non-current assets
|
1,053,361
|
977,415
|
||||||||||
Current assets
|
||||||||||||
Inventories
|
10,775
|
5,750
|
||||||||||
Trade and other receivables
|
18
|
25,495
|
14,677
|
|||||||||
Restricted deposit
|
17
|
4,960
|
8,178
|
|||||||||
Cash and cash equivalents
|
17
|
93,881
|
104,359
|
|||||||||
Total current assets
|
135,110
|
132,964
|
||||||||||
Total assets
|
1,188,471
|
1,110,379
|
Share capital
|
20
|
44,726
|
44,726
|
|||||||||
Additional paid in capital
|
99,156
|
99,156
|
||||||||||
Other reserves
|
21
|
23,466
|
16,550
|
|||||||||
Retained earnings
|
453,434
|
377,372
|
||||||||||
620,782
|
537,805
|
|||||||||||
Non-controlling interests
|
1,108
|
491
|
||||||||||
Total Equity
|
621,890
|
538,296
|
||||||||||
Non-Current Liabilities
|
||||||||||||
Long term debt
|
22
|
362,805
|
354,432
|
|||||||||
Obligations under finance leases
|
23
|
110,416
|
118,055
|
|||||||||
Derivative financial instruments
|
30
|
-
|
7,782
|
|||||||||
Other long term liabilities
|
29
|
3,476
|
3,782
|
|||||||||
Total non-current liabilities
|
476,697
|
484,051
|
||||||||||
Current Liabilities
|
||||||||||||
Long-term debt - current portion
|
22
|
41,214
|
38,733
|
|||||||||
Obligations under finance leases – current portion
|
23
|
7,370
|
6,837
|
|||||||||
Amount due to related parties
|
24
|
1,216
|
1,328
|
|||||||||
Trade payables and other current liabilities
|
25
|
40,084
|
41,134
|
|||||||||
Total current liabilities
|
89,884
|
88,032
|
||||||||||
Total liabilities and shareholders' equity
|
1,188,471
|
1,110,379
|
(in thousands of $)
|
||||||||||||||||
2013
|
2012
|
2011
|
||||||||||||||
OPERATING ACTIVITIES
|
||||||||||||||||
Profit for the year
|
84,492
|
11,597
|
14,194
|
|||||||||||||
Adjustments for:
|
||||||||||||||||
Share based payment
|
28, 4
|
1,172
|
989
|
982
|
||||||||||||
Stock options paid in cash
|
(40
|
)
|
-
|
-
|
||||||||||||
Gain on sale and Impairment of available-for-sale financial assets
|
19
|
(339
|
)
|
(505
|
)
|
14,099
|
||||||||||
Share of (profit) loss from associates and Joint Ventures
|
(4,149
|
)
|
(1,422
|
)
|
(818
|
)
|
||||||||||
Interest income
|
7
|
(1,096
|
)
|
(1,372
|
)
|
(1,195
|
)
|
|||||||||
Interest expensed
|
10,280
|
20,581
|
26,200
|
|||||||||||||
Depreciation and amortization
|
12,13
|
38,664
|
35,791
|
33,824
|
||||||||||||
Amortisation of deferred charges
|
638
|
775
|
652
|
|||||||||||||
Impairment of owned vessels and vessels under construction
|
5,12,14
|
-
|
30,288
|
38,700
|
||||||||||||
Imputed interest on other long term receivables
|
(562
|
)
|
(525
|
)
|
(491
|
)
|
||||||||||
Foreign currency gain (losses)
|
9
|
(521
|
)
|
(383
|
)
|
1,856
|
||||||||||
Net change in:
|
||||||||||||||||
Other long term receivables and liabilities
|
(302
|
)
|
(441
|
)
|
1,556
|
|||||||||||
Amount due to related parties
|
(112
|
)
|
675
|
688
|
||||||||||||
Derivative financial instruments
|
30
|
(6,562
|
)
|
5,064
|
12,337
|
|||||||||||
Trade and other receivables
|
18
|
(10,818
|
)
|
8,111
|
(4,629
|
)
|
||||||||||
Inventories
|
(5,025
|
)
|
(1,160
|
)
|
1,617
|
|||||||||||
Trade payables and other current liabilities
|
25
|
(5,005
|
)
|
19,422
|
(4,950
|
)
|
||||||||||
Net cash provided by operating activities
|
100,714
|
127,486
|
134,621
|
|||||||||||||
INVESTING ACTIVITIES
|
||||||||||||||||
Changes in restricted cash
|
17
|
3,217
|
3,382
|
(11,006
|
)
|
|||||||||||
Interest received
|
7
|
1,096
|
1,372
|
1,195
|
||||||||||||
Payments on vessels
|
(62,680
|
)
|
(41,431
|
)
|
(118,337
|
)
|
||||||||||
Capitalised docking and periodic maintenance
|
(1,485
|
)
|
(3,430
|
)
|
(915
|
)
|
||||||||||
Investment in financial assets-available-for sale
|
(10,000
|
)
|
-
|
-
|
||||||||||||
Investment in Joint Venture
|
(13,275
|
)
|
-
|
-
|
||||||||||||
Dividend received Joint Venture
|
1,252
|
1,750
|
-
|
|||||||||||||
Net proceeds from sale of vessels under construction
|
-
|
14,970
|
-
|
|||||||||||||
Sale of available-for-sale financial assets
|
339
|
33,835
|
(24
|
)
|
||||||||||||
Net cash provided by / (used in) investing activities
|
(81,536
|
)
|
10,448
|
(129,087
|
)
|
|||||||||||
FINANCING ACTIVITIES
|
||||||||||||||||
Payment of financing charges
|
(1,709
|
)
|
(2,031
|
)
|
(1,767
|
)
|
||||||||||
Payment of interest
|
(10,103
|
)
|
(20,522
|
)
|
(26,200
|
)
|
||||||||||
Payment of interest swaps
|
(3,954
|
)
|
(3,001
|
)
|
(3,006
|
)
|
||||||||||
Purchase of treasury shares
|
-
|
(4,154
|
)
|
(2,465
|
)
|
|||||||||||
Repayment of obligations under finance leases
|
(6,594
|
)
|
(6,255
|
)
|
(6,835
|
)
|
||||||||||
Repayment of long term debt
|
(36,770
|
)
|
(127,864
|
)
|
(60,837
|
)
|
||||||||||
Proceeds from long term debt
|
33,947
|
11,250
|
93,125
|
|||||||||||||
Repayment of convertible bonds
|
-
|
(7,700
|
)
|
-
|
||||||||||||
Payment of dividends and related tax
|
32
|
(4,473
|
)
|
(22
|
)
|
(50,312
|
)
|
|||||||||
Net cash (used in) / provided by financing activities
|
(29,656
|
)
|
(160,298
|
)
|
(58,297
|
)
|
||||||||||
Net change in cash and cash equivalents
|
(10,478
|
)
|
(22,364
|
)
|
(52,763
|
)
|
||||||||||
Cash and cash equivalents at beginning of period
|
104,359
|
126,724
|
179,487
|
|||||||||||||
Cash and cash equivalents at end of period
|
17
|
93,881
|
104,359
|
126,724
|
(in thousands of $)
|
|||||||||||||||||||||
Share
Capital
|
Additional
Paid in
capital
|
Other
Reserves
(note 21)
|
Retained
Earnings
|
Total
|
Non-
Controlling
interests
|
Total
Equity
|
|||||||||||||||
Balance at January 1, 2011
|
45,699
|
104,801
|
23,506
|
399,814
|
573,820
|
644
|
574,464
|
||||||||||||||
Comprehensive income for the period
|
-
|
-
|
(6,956
|
)
|
14,319
|
7,363
|
(148
|
)
|
7,215
|
||||||||||||
Purchase and cancellation of treasury shares
|
-
|
-
|
(2,465
|
)
|
-
|
(2,465
|
)
|
-
|
(2,465
|
)
|
|||||||||||
Dividends and related tax
|
-
|
-
|
-
|
(50,312
|
)
|
(50,312
|
)
|
-
|
(50,312
|
)
|
|||||||||||
Value of services under stock options scheme
|
-
|
-
|
-
|
982
|
982
|
-
|
982
|
||||||||||||||
Balance at December 31, 2011
|
45,699
|
104,801
|
14,085
|
364,803
|
529,389
|
496
|
529,884
|
||||||||||||||
Comprehensive income for the period
|
-
|
-
|
-
|
11,602
|
11,602
|
(5
|
)
|
11,597
|
|||||||||||||
Purchase and cancellation of treasury shares
|
(973
|
)
|
(5,646
|
)
|
2,465
|
-
|
(4,153
|
)
|
-
|
(4,153
|
)
|
||||||||||
Dividends and related tax
|
-
|
-
|
-
|
(22
|
)
|
(22
|
)
|
-
|
(22
|
)
|
|||||||||||
Value of services under stock options scheme
|
-
|
-
|
-
|
989
|
989
|
-
|
989
|
||||||||||||||
Balance at December 31, 2012
|
44,726
|
99,156
|
16,550
|
377,372
|
537,805
|
491
|
538,296
|
||||||||||||||
Comprehensive income for the period
|
-
|
-
|
6,916
|
83,875
|
90,791
|
617
|
91,408
|
||||||||||||||
Dividends and related tax
|
-
|
-
|
-
|
(8,946
|
)
|
(8,946
|
)
|
-
|
(8,946
|
)
|
|||||||||||
Value of services under stock options scheme
|
-
|
-
|
-
|
1,172
|
1,172
|
-
|
1,172
|
||||||||||||||
Stock option paid in cash
|
-
|
-
|
-
|
(40
|
)
|
(40
|
)
|
-
|
(40
|
)
|
|||||||||||
Balance at December 31, 2013
|
44,726
|
99,156
|
23,466
|
453,434
|
620,782
|
1,108
|
621,890
|
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Time Charter
|
165,036
|
169,638
|
186,933
|
|||||||||
Voyage charter
|
111,421
|
57,499
|
129,361
|
|||||||||
Time charter and voyage charter revenues
|
276,457
|
227,137
|
316,294
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Non performance settlements
|
31,078
|
1,402
|
-
|
|||||||||
Management fees
|
1,366
|
1,301
|
822
|
|||||||||
Total operating revenue
|
32,444
|
2,703
|
822
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Employee benefit expense
|
4,691
|
4,635
|
4,228
|
|||||||||
Share based payment expense - note 28
|
1,172
|
989
|
982
|
|||||||||
Pension cost - note 29
|
574
|
690
|
542
|
|||||||||
Auditors' remuneration
|
213
|
228
|
206
|
|||||||||
Directors fee
|
271
|
270
|
292
|
|||||||||
Professional fees
|
3,406
|
4,314
|
2,202
|
|||||||||
Office and travel expenses
|
1,906
|
2,081
|
2,280
|
|||||||||
Total administrative expenses
|
12,233
|
13,207
|
10,732
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Impairment per CGU
|
||||||||||||
Golden Shui
|
-
|
8,000
|
4,500
|
|||||||||
Golden Zhoushan
|
-
|
-
|
16,500
|
|||||||||
Golden Beijing
|
-
|
-
|
6,600
|
|||||||||
Golden Nantong
|
-
|
-
|
10,500
|
|||||||||
Golden Feng
|
-
|
18,700
|
-
|
|||||||||
Golden Eminence
|
-
|
5,200
|
-
|
|||||||||
Other Vessel
|
-
|
8,900
|
600
|
|||||||||
Total impairment before reversal
|
-
|
40,800
|
38,700
|
|||||||||
Reversal of Impairment per CGU
|
||||||||||||
Golden Nantong
|
-
|
10,500
|
-
|
|||||||||
Total reversal of impairment
|
10,500
|
-
|
||||||||||
Total net impairment
|
-
|
30,300
|
38,700
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Gain (loss) on bunkers future contracts
|
(77
|
)
|
(634
|
)
|
3,269
|
|||||||
Gain (loss) from freight future contracts
|
7,368
|
(2,509
|
)
|
2,557
|
||||||||
Other gains (losses) net
|
7,291
|
(3,143
|
)
|
5,826
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Interest on bank deposits
|
1,096
|
1,372
|
1,195
|
|||||||||
Total interest income
|
1,096
|
1,372
|
1,195
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Interest on bank overdrafts and loans
|
12,440
|
15,792
|
17,467
|
|||||||||
Interest on obligations under finance leases
|
8,197
|
8,741
|
9,232
|
|||||||||
Total
|
20,637
|
24,533
|
26,699
|
|||||||||
Less amounts included in the cost of qualifying assets
|
(1,522
|
)
|
(3,177
|
)
|
(3,612
|
)
|
||||||
Interest expense
|
19,115
|
21,356
|
23,087
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Foreign currency gain (losses)
|
521
|
383
|
(1,856
|
)
|
||||||||
Dividend received
|
-
|
1,219
|
4,876
|
|||||||||
Interest rate swap
|
6,187
|
(4,913
|
)
|
(13,408
|
)
|
|||||||
Other financial gain (losses)
|
715
|
595
|
(86
|
)
|
||||||||
Other financial items
|
7,423
|
(2,717
|
)
|
(10,474
|
)
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Earnings for the purposes of basic earnings per share
|
||||||||||||
(profit for the year attributable to equity holders of the parent)
|
83,875
|
11,602
|
14,319
|
|||||||||
Effect of interest expense on convertible debt
|
-
|
-
|
279
|
|||||||||
Earnings for the purposes of diluted earnings per share
|
83,875
|
11,602
|
14,598
|
|||||||||
(in thousands of shares)
|
2013
|
2012
|
2011
|
|||||||||
Weighted average number or ordinary shares for the purposes of basic earnings per share
|
447,262
|
453,500
|
456,990
|
|||||||||
Effect of dilutive potential ordinary shares:
|
||||||||||||
Convertible bonds
|
-
|
-
|
1,328
|
|||||||||
Stock options employees
|
4,945
|
-
|
-
|
|||||||||
Weighted average number or ordinary shares for the purposes of diluted earnings per share
|
452,207
|
453,500
|
458,318
|
|||||||||
(in $)
|
2013
|
2012
|
2011
|
|||||||||
Earnings per share basic
|
|
$0.19
|
|
$0.03
|
|
$0.03
|
||||||
Earnings per share fully diluted
|
|
$0.19
|
|
$0.03
|
|
$0.03
|
Vessel
|
Built
|
DWT
|
Flag
|
Channel Alliance
|
1996
|
171,978
|
Hong Kong
|
Channel Navigator
|
1997
|
172,058
|
Hong Kong
|
Golden Saguenay
|
2008
|
75,500
|
Hong Kong
|
Golden Opportunity
|
2008
|
75,500
|
Hong Kong
|
Golden Ice
|
2008
|
75,845
|
Hong Kong
|
Golden Feng
|
2009
|
170,500
|
Marshall Island
|
Golden Strength
|
2009
|
75,745
|
Hong Kong
|
Golden Shui
|
2009
|
170,500
|
Marshall Island
|
Golden Beijing
|
2010
|
176,000
|
Hong Kong
|
Golden Eminence
|
2010
|
79,447
|
Hong Kong
|
Golden Empress
|
2010
|
79,600
|
Hong Kong
|
Golden Endeavour
|
2010
|
79,600
|
Hong Kong
|
Golden Endurer
|
2011
|
79,600
|
Hong Kong
|
Golden Enterprise
|
2011
|
79,471
|
Hong Kong
|
Golden Zhoushan
|
2011
|
175,834
|
Hong Kong
|
Golden Suek
|
2011
|
74,500
|
Hong Kong
|
Golden Bull
|
2012
|
74,500
|
Hong Kong
|
Golden Brilliant
|
2013
|
74,500
|
Hong Kong
|
Golden Pearl
|
2013
|
74,187
|
Hong Kong
|
Golden Diamond
|
2013
|
74,187
|
Hong Kong
|
(in thousands of $)
|
Vessels
|
Drydocking
and periodic
maintenance
|
Fixtures and
Equipment
|
Total
|
||||||||||||
Cost:
|
||||||||||||||||
579,150
|
2,799
|
400
|
582,349
|
|||||||||||||
Additions
|
2,739
|
1,253
|
54
|
4,046
|
||||||||||||
Transferred from vessels under construction
|
150,935
|
-
|
-
|
150,935
|
||||||||||||
732,825
|
4,052
|
454
|
737,331
|
|||||||||||||
732,825
|
4,052
|
454
|
737,331
|
|||||||||||||
Additions
|
1,206
|
3,430
|
7
|
4,643
|
||||||||||||
Transferred from vessels under construction
|
34,421
|
-
|
25
|
34,446
|
||||||||||||
768,452
|
7,482
|
486
|
776,420
|
|||||||||||||
768,452
|
7,482
|
486
|
776,420
|
|||||||||||||
Additions
|
51,803
|
3,486
|
10
|
55,299
|
||||||||||||
Transferred from vessels under construction
|
29,214
|
1,000
|
-
|
30,214
|
||||||||||||
849,469
|
11,968
|
496
|
861,932
|
|||||||||||||
Accumulated depreciation and impairment:
|
||||||||||||||||
46,907
|
1,815
|
320
|
49,042
|
|||||||||||||
Impairment
|
28,200
|
-
|
-
|
28,200
|
||||||||||||
Depreciation
|
22,590
|
-
|
58
|
22,648
|
||||||||||||
97,697
|
1,815
|
378
|
99,890
|
|||||||||||||
97,697
|
1,815
|
378
|
99,890
|
|||||||||||||
Impairment
|
38,600
|
-
|
-
|
38,600
|
||||||||||||
Depreciation
|
25,117
|
1,266
|
30
|
26,413
|
||||||||||||
161,414
|
3,081
|
408
|
164,903
|
|||||||||||||
161,414
|
3,081
|
408
|
164,903
|
|||||||||||||
Impairment
|
-
|
-
|
-
|
-
|
||||||||||||
Depreciation
|
27,192
|
2,025
|
25
|
29,241
|
||||||||||||
188,606
|
5,106
|
433
|
194,144
|
|||||||||||||
Carrying amount:
|
||||||||||||||||
660,862
|
6,862
|
63
|
667,788
|
|||||||||||||
607,038
|
4,401
|
78
|
611,517
|
|||||||||||||
635,127
|
2,237
|
76
|
637,440
|
Vessel
|
Built
|
DWT
|
Flag
|
|||
Golden Lyderhorn
|
1999
|
74,242
|
Hong Kong
|
|||
Ocean Minerva
|
2007
|
75,698
|
Panama
|
|||
Golden Heiwa
|
2007
|
76,662
|
Panama
|
|||
Golden Eclipse
|
2010
|
79,600
|
Hong Kong
|
|||
(in thousands of $)
|
176,159
|
||||
176,159
|
||||
At January 1, 2012
|
176,159
|
|||
176,159
|
||||
176,159
|
||||
176,159
|
||||
Accumulated depreciation:
|
||||
At January 1, 2011
|
20,973
|
|||
Depreciation
|
7,195
|
|||
28,168
|
||||
At January 1, 2012
|
28,168
|
|||
Depreciation
|
7,774
|
|||
35,942
|
||||
At January 1, 2013
|
35,942
|
|||
Depreciation
|
9,422
|
|||
45,364
|
||||
Carrying amount:
|
||||
130,795
|
||||
140,217
|
||||
147,991
|
262,337
|
||||
Additions
|
116,063
|
|||
Impairment
|
(10,500
|
)
|
||
Transferred to vessels and equipment (note 12)
|
(150,935
|
)
|
||
216,964
|
||||
|
216,964
|
|||
Additions
|
40,522
|
Reversal of impairment (note 5)
|
8,312
|
|||
Transferred to installments on cancelled newbuildings
|
(100,325
|
)
|
||
Disposals
|
(14,970
|
)
|
||
Transferred to vessels and equipment (note 12)
|
(34,421
|
)
|
||
116,082
|
||||
|
116,082
|
|||
Additions
|
22,288
|
|||
Transferred to installments on cancelled newbuildings
|
(92,012
|
)
|
||
Transferred to vessels and equipm ent (note 12)
|
(30,214
|
)
|
||
16,144
|
(in thousands of $)
|
2013
|
2012
|
||||||
Excellence
|
25,518
|
25,518
|
||||||
Explorer
|
25,504
|
25,504
|
||||||
Excaliber
|
24,664
|
24,664
|
||||||
Express
|
24,638
|
24,638
|
||||||
Nantong
|
44,086
|
-
|
||||||
Exquisite
|
17,481
|
-
|
||||||
Eye
|
17,488
|
-
|
||||||
Extreme
|
6,801
|
-
|
||||||
Effort
|
6,794
|
-
|
||||||
Installments on cancelled newbuildings
|
192,976
|
100,325
|
(in thousands of $)
|
UFC
|
Golden
Magnum Inc.
|
Golden
Opus Inc.
|
Golden
Azalea Inc.
|
Seateam
|
Total
|
||||||||||||||||||
50
|
%
|
50
|
%
|
50
|
%
|
50
|
%
|
25
|
%
|
|||||||||||||||
1,248
|
-
|
-
|
-
|
-
|
1,248
|
|||||||||||||||||||
Additions
|
-
|
6,351
|
6,925
|
6,400
|
-
|
19,675
|
||||||||||||||||||
Disposals
|
-
|
-
|
-
|
(7,653
|
)
|
-
|
(7,653
|
)
|
||||||||||||||||
Share of Income
|
673
|
834
|
1,276
|
1,253
|
114
|
4,148
|
||||||||||||||||||
1,921
|
7,184
|
8,200
|
-
|
114
|
17,419
|
(in thousands of $)
|
UFC
|
Seateam
|
Total
|
|||||||||||||||||||||
50
|
%
|
25
|
%
|
|||||||||||||||||||||
1,576
|
-
|
-
|
-
|
-
|
1,576
|
|||||||||||||||||||
Additions
|
-
|
-
|
||||||||||||||||||||||
Dividends
|
(1,750
|
)
|
-
|
-
|
-
|
-
|
(1,750
|
)
|
||||||||||||||||
Share of income
|
1,422
|
-
|
-
|
-
|
-
|
1,422
|
||||||||||||||||||
1,248
|
-
|
-
|
-
|
-
|
1,248
|
(in thousands of $)
|
UFC
|
Golden
Magnum Inc.
|
Golden
Opus Inc.
|
Golden
Azalea Inc.
|
Seateam
|
2013
|
||||||||||||||||||
|
50
|
%
|
50
|
%
|
50
|
%
|
50
|
%
|
25
|
%
|
||||||||||||||
Current assets
|
||||||||||||||||||||||||
Cash and cash equivalents
|
3,606
|
804
|
-
|
-
|
-
|
4,410
|
||||||||||||||||||
Other current assets
|
1,848
|
4,586
|
4,845
|
-
|
456
|
11,735
|
||||||||||||||||||
Total current assets
|
5,454
|
5,390
|
4,845
|
-
|
456
|
16,145
|
||||||||||||||||||
Current liabilities
|
||||||||||||||||||||||||
Financial liabilities
|
-
|
952
|
458
|
-
|
-
|
1,410
|
||||||||||||||||||
Other current liabilities
|
1,612
|
1,077
|
295
|
-
|
-
|
2,984
|
||||||||||||||||||
Total current liabilities
|
1,612
|
2,029
|
753
|
-
|
-
|
4,394
|
||||||||||||||||||
Non-current assets
|
||||||||||||||||||||||||
Vessels and equipment, net
|
-
|
33,310
|
33,630
|
-
|
-
|
66,940
|
||||||||||||||||||
Total non-current assets
|
-
|
33,310
|
33,630
|
-
|
-
|
66,940
|
||||||||||||||||||
Non-current liabilities
|
||||||||||||||||||||||||
Financial liabilities
|
-
|
22,303
|
21,322
|
-
|
-
|
43,625
|
||||||||||||||||||
Total non-current liabilities
|
-
|
22,303
|
21,322
|
-
|
-
|
43,625
|
||||||||||||||||||
Net total assets
|
3,842
|
14,368
|
16,400
|
-
|
456
|
35,066
|
(in thousands of $)
|
UFC
|
Golden
Magnum Inc.
|
Golden
Opus Inc.
|
Golden
Azalea Inc.
|
Seateam
|
2012
|
||||||||||||||||||
|
50
|
%
|
25
|
%
|
||||||||||||||||||||
Current assets
|
||||||||||||||||||||||||
Cash and cash equivalents
|
2,661
|
-
|
-
|
-
|
-
|
2,661
|
||||||||||||||||||
Other current assets
|
2,586
|
-
|
-
|
-
|
-
|
2,586
|
||||||||||||||||||
Total current assets
|
5,247
|
-
|
-
|
-
|
-
|
5,247
|
||||||||||||||||||
Current liabilities
|
||||||||||||||||||||||||
Other current liabilities
|
2,751
|
-
|
-
|
-
|
-
|
2,751
|
||||||||||||||||||
Total current liabilities
|
2,751
|
-
|
2,751
|
|||||||||||||||||||||
Net total assets
|
2,496
|
-
|
-
|
-
|
-
|
2,496
|
(in thousands of $)
|
UFC
|
Golden
Magnum Inc.
|
Golden
Opus Inc.
|
Golden
Azalea Inc.
|
Seateam
|
2013
|
||||||||||||||||||
|
50
|
%
|
50
|
%
|
50
|
%
|
50
|
%
|
25
|
%
|
||||||||||||||
Revenue
|
17,453
|
7,655
|
5,424
|
566
|
5,468
|
36,566
|
||||||||||||||||||
Depreciation
|
-
|
676
|
376
|
-
|
1,052
|
|||||||||||||||||||
interest expense
|
-
|
(204
|
)
|
-
|
-
|
-
|
(204
|
)
|
||||||||||||||||
Profit or loss from continuing operations
|
1,345
|
1,667
|
2,551
|
2,505
|
930
|
8,998
|
||||||||||||||||||
Total comprehensive income
|
1,345
|
1,667
|
2,551
|
2,505
|
930
|
8,998
|
||||||||||||||||||
Dividend received from joint venture or associate
|
-
|
-
|
-
|
1,253
|
-
|
1,253
|
(in thousands of $)
|
UFC
|
Golden
Magnum Inc.
|
Golden
Opus Inc.
|
Golden
Azalea Inc.
|
Seateam
|
2012
|
||||||||||||||||||
|
50
|
%
|
50
|
%
|
50
|
%
|
50
|
%
|
25
|
%
|
||||||||||||||
Revenue
|
17,019
|
-
|
-
|
-
|
4,300
|
21,319
|
||||||||||||||||||
Depreciation
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
interest expense
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Profit or loss from continuing operations
|
2,845
|
-
|
-
|
-
|
(440
|
)
|
2,405
|
|||||||||||||||||
Total comprehensive income
|
2,845
|
-
|
-
|
-
|
(440
|
)
|
2,405
|
|||||||||||||||||
Dividend received from joint venture or associate
|
1,750
|
-
|
-
|
-
|
-
|
1,750
|
(in thousands of $)
|
2013
|
2012
|
||||||
Current accounts
|
81,381
|
84,859
|
||||||
Short-term deposits
|
12,500
|
19,500
|
||||||
Cash and cash equivalents, at year end
|
93,881
|
104,359
|
||||||
Restricted deposit
|
4,960
|
8,178
|
||||||
Cash and cash equivalents and restricted deposit at year end
|
98,841
|
112,537
|
(in thousands of $)
|
2013
|
2012
|
||||||
Trade receivables, net
|
7,343
|
1,656
|
||||||
Other receivables
|
15,867
|
14,973
|
||||||
Prepayments
|
10,873
|
6,074
|
||||||
34,083
|
22,703
|
|||||||
Less non-current portion: other receivables
|
(8,588
|
)
|
(8,026
|
)
|
||||
Current portion
|
25,495
|
14,677
|
Carring amount
|
Fair value
|
|||||||||||||||
(in thousands of $)
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Trade receivables
|
7,343
|
1,656
|
7,343
|
1,656
|
||||||||||||
Other receivables
|
15,867
|
14,973
|
16,050
|
15,193
|
||||||||||||
23,210
|
16,629
|
23,393
|
16,849
|
(in thousands of $)
|
2013
|
2012
|
||||||
Up to 3 months
|
2,538
|
648
|
||||||
3 to 6 months
|
559
|
10
|
||||||
More than 6 months
|
556
|
485
|
||||||
3,653
|
1,143
|
(in thousands of $)
|
2013
|
2012
|
||||||
At 1 January
|
-
|
33,330
|
||||||
Additions
|
10,0000
|
-
|
||||||
Changes in fair value of available-for-sale financial assets
|
7,255
|
-
|
||||||
Recycling of changes in fair value of sold available-for-sale financial assets
|
(339
|
)
|
-
|
|||||
Disposals
|
-
|
(33,330
|
)
|
|||||
At December 31
|
16,916
|
-
|
(in thousands of $)
|
2013
|
2012
|
||||||
Listed Equity securities:
|
||||||||
Korea Line Corporation - Asia
|
4,166
|
-
|
||||||
Knightsbridge Tankers Limited - US
|
107
|
-
|
||||||
Unlisted Equity securities:
|
||||||||
Greenship Bulk Trust - Europe
|
12,644
|
-
|
||||||
Total available for sale-financial assets
|
16,916
|
-
|
(in thousands of $)
|
2013
|
2012
|
||||||
Currencies:
|
||||||||
NOK (Norwegian kroner)
|
12,644
|
-
|
||||||
KRW (Korean Won)
|
4,166
|
-
|
||||||
US dollar
|
107
|
-
|
||||||
Total available for sale-financial assets
|
16,916
|
-
|
|
2013
|
2012
|
||||||
5,000,000,000 ordinary shares of $0.10 par value each
|
500,000
|
500,000
|
(in number of shares)
|
2013
|
2012
|
||||||
At January 1
|
447,261,796
|
456,990,107
|
||||||
Shares cancelled
|
-
|
(9,728,311
|
)
|
|||||
447,261,796
|
447,261,796
|
At January 1
|
44,726
|
45,699
|
||||||
Shares cancelled
|
-
|
(973
|
)
|
|||||
44,726
|
44,726
|
Name
|
Number of Shares
|
outstanding
shares
|
||||||
Hemen Holding Limited
|
183,666,158
|
41.06
|
%
|
|||||
Skagen Kon-Tiki
|
21,821,808
|
4.88
|
%
|
|||||
Statoil Pensjon
|
8,066,765
|
1.80
|
%
|
|||||
Citibank, N.A
|
5,843,464
|
1.31
|
%
|
|||||
State Street Bank & Trust co.
|
4,537,973
|
1.01
|
%
|
|||||
Carling
|
4,350,000
|
0.97
|
%
|
|||||
J.P. Morgan Chase Bank N.A. London
|
4,085,975
|
0.91
|
%
|
|||||
Verdipapirfondet Dnb Norge
|
3,765,310
|
0.84
|
%
|
|||||
Clearstream Investments Inc.
|
3,706,594
|
0.83
|
%
|
|||||
J.P. Morgan Chase Bank N.A. London
|
3,544,326
|
0.79
|
%
|
|||||
Odin Maritim
|
3,400,000
|
0.76
|
%
|
|||||
J.P. Morgan Chase Bank N.A. London
|
3,166,650
|
0.71
|
%
|
|||||
Equity Tri-party (3)
|
3,128,129
|
0.70
|
%
|
|||||
J.P. Morgan Chase Bank, N.A.
|
2,763,247
|
0.62
|
%
|
|||||
Euroclear Bank S.A/N.V ('BA')
|
2,710,707
|
0.61
|
%
|
|||||
The bank of New York Mellon
|
2,517,311
|
0.56
|
%
|
|||||
Goldman Sachs & Co Equity segregat
|
2,483,279
|
0.56
|
%
|
|||||
State Street Bank & Trust co.
|
2,481,885
|
0.55
|
%
|
|||||
Dnb Nor Bank ASA
|
2,360,109
|
0.53
|
%
|
|||||
KLP Aksje Norge Indeks VPS
|
2,257,425
|
0.50
|
%
|
|||||
Total 20 largest shareholders
|
270,657,115
|
60.51
|
%
|
|||||
Other shareholders
|
176,604,681
|
39.49
|
%
|
|||||
Total
|
447,261,796
|
100.00
|
%
|
(in thousands of $)
|
Treasury shares
|
Available for sale
financial assets
|
Convertible
Bond
|
Translation
|
Total
|
|||||||||||||||
(2,465
|
)
|
-
|
16,635
|
(85
|
)
|
14,085
|
||||||||||||||
Cancellation of treasury shares
|
2,465
|
-
|
-
|
-
|
2,465
|
|||||||||||||||
Currency translation
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
-
|
-
|
16,635
|
(85
|
)
|
16,550
|
|||||||||||||||
Other com prehensive income
|
-
|
6,916
|
-
|
-
|
6,916
|
|||||||||||||||
-
|
6,916
|
16,635
|
-
|
23,466
|
(in thousands of $)
|
2013
|
2012
|
||||||
Within one year
|
41,214
|
38,733
|
||||||
Between one and two years
|
120,651
|
145,343
|
||||||
Between two and five years
|
180,172
|
196,163
|
||||||
After five years
|
67,373
|
16,940
|
||||||
Total debt
|
409,410
|
397,179
|
||||||
Current portion
|
(41,214
|
)
|
(38,733
|
)
|
||||
Long-term debt, nominal value
|
368,196
|
358,446
|
||||||
Value of sellers credit
|
(1,029
|
)
|
-
|
|||||
Deferred transaction costs
|
(4,362
|
)
|
(4,013
|
)
|
||||
Long-term debt
|
362,805
|
354,432
|
Long-term debt and obligations under finance lease liabilities
|
||||||||
(in thousands of $)
|
2013
|
2012
|
||||||
Non-current
|
||||||||
Bank borrowings
|
362,805
|
354,432
|
||||||
Obligations under finance leas e
|
110,416
|
118,055
|
||||||
Total
|
473,221
|
472,487
|
||||||
Current
|
||||||||
Bank borrowings
|
41,214
|
38,733
|
||||||
Obligations under finance lease
|
7,370
|
6,837
|
||||||
Total
|
48,584
|
45,570
|
||||||
Total long term debt and obligations under finance lease liabilities
|
521 805
|
518 057
|
Within one year
|
2-5 years
|
6-10 years
|
Total
|
|||||||||||||||||||||||||||||
(in thousands of $) at December 31
|
2013
|
2012
|
2013
|
2012
|
2013
|
2012
|
2013
|
2012
|
||||||||||||||||||||||||
Minimum Lease Payments
|
||||||||||||||||||||||||||||||||
Interest
|
7,501
|
8,096
|
28,652
|
32,323
|
4,609
|
8,450
|
40,762
|
48,869
|
||||||||||||||||||||||||
Purchase option
|
-
|
-
|
55,017
|
55,017
|
33,550
|
33,550
|
88,567
|
88,567
|
||||||||||||||||||||||||
Instalments
|
7,370
|
6,837
|
18,852
|
24,388
|
2,996
|
5,100
|
29,219
|
36,325
|
||||||||||||||||||||||||
Total Minimum Lease Payments
|
14,871
|
14,933
|
102,521
|
111,728
|
41,156
|
47,100
|
158,548
|
173,761
|
||||||||||||||||||||||||
Less interest
|
(40,762
|
)
|
(48,869
|
)
|
||||||||||||||||||||||||||||
Present Value of Lease Obligations
|
117,786
|
124,892
|
||||||||||||||||||||||||||||||
Current portion
|
7,370
|
6,837
|
||||||||||||||||||||||||||||||
Non-current portion
|
110,416
|
118,055
|
(in thousands of $)
|
Purchase option expected exercisable date
|
Purchase option amount
|
Lease renewal date
|
|||
Golden Lyderhorn
|
September 2016
|
11,500
|
September 2016
|
|||
Ocean Minerva
|
January 2018
|
21,052
|
January 2015
|
|||
Golden Heiwa
|
March 2017
|
22,465
|
March 2015
|
|||
Golden Eclipse
|
April 2020
|
33,550
|
April 2020
|
(in thousands of $)
|
2013
|
2012
|
||||||
Frontline Ltd and subsidiaries
|
1,216
|
1,328
|
||||||
Total liability
|
1,216
|
1,328
|
(in thousands of $)
|
2013
|
2012
|
2011
|
|||||||||
Managing director
|
671
|
730
|
583
|
|||||||||
Director fees
|
270
|
270
|
292
|
|||||||||
Share based payments
|
143
|
91
|
73
|
|||||||||
Total
|
1,084
|
1,091
|
948
|
Number of
shares
|
Percentage of
outstanding
shares
|
|||||||
John Fredriksen (Chairman, CEO, President and Director)
|
*
|
*
|
||||||
Tor Olav Trøim (Director)
|
584,982
|
0.13
|
%
|
|||||
Kate Blankenship (Director)
|
206,000
|
0.05
|
%
|
|||||
Hans Christian Børresen (Director)
|
106,000
|
0.02
|
%
|
|||||
Herman Billung (CEO)
|
100,000
|
0.02
|
%
|
|||||
996,982
|
0.22
|
%
|
(in thousands of $)
|
2013
|
2012
|
||||||
Trade payables
|
1,512
|
1,473
|
||||||
Accruals
|
6,273
|
5,822
|
||||||
Deferred revenue
|
27,540
|
32,037
|
||||||
Other current liabilities
|
4,759
|
1,802
|
||||||
Total
|
40,084
|
41,134
|
Within one year
|
2-5 years
|
Total
|
||||||||||||||||||||||
(in thousands of $)
|
2013
|
2012
|
2013
|
2012
|
2013
|
2012
|
||||||||||||||||||
Vessels under construction
|
23,511
|
93,270
|
171,764
|
-
|
195,275
|
93,270
|
(in thousands of $)
|
2013
|
2012
|
||||||
Within one year
|
25,099
|
10,440
|
||||||
In the second to fifth years
|
17,351
|
6,238
|
||||||
Total minimum lease payments
|
42,450
|
16,678
|
(in thousands of $)
|
2013
|
2012
|
||||||
Within one year
|
67,251
|
117,939
|
||||||
In the second to fifth years
|
164,207
|
198,164
|
||||||
Later than five years
|
55,918
|
55,740
|
||||||
Total minimum lease revenue
|
287,376
|
371,843
|
2013
|
2012
|
|||||||||||||||
Number of
share options
|
Weighted
average
exercise price
|
Number of
share options
|
Weighted
average
exercise price
|
|||||||||||||
USD
|
USD
|
|||||||||||||||
At the beginning of the year
|
5,000,000
|
1.6
|
4,062,500
|
1.6
|
||||||||||||
Granted during the year
|
-
|
-
|
4,500,000
|
0.83
|
||||||||||||
Cancelled during the year
|
-
|
-
|
(2,750,000
|
)
|
-
|
|||||||||||
Expired during the year
|
-
|
-
|
(812,500
|
)
|
-
|
|||||||||||
Exercised during the year
|
(55,000
|
)
|
-
|
-
|
-
|
|||||||||||
Outstanding at the end of the year
|
4,945,000
|
0.74
|
5,000,000
|
0.91
|
||||||||||||
Exercisable at the end of the year
|
1,570,000
|
0.74
|
500,000
|
1.66
|
(in thousands of $)
|
Loans and
receivables
|
Derivative
financial instruments
|
Available-
for-sale
|
Total
|
||||||||||||
Assets as per balance sheet
|
||||||||||||||||
Trade and other receivables excluding pre-payments (note 18)
|
23,210
|
-
|
-
|
23,210
|
||||||||||||
Derivative financial instruments
|
-
|
2,735
|
-
|
2,735
|
||||||||||||
Available-for-sale financial assets
|
-
|
-
|
16,916
|
16,916
|
||||||||||||
Cash and cash equivalents
|
98,841
|
-
|
-
|
98,841
|
||||||||||||
Total
|
122,051
|
2,735
|
16,916
|
141,702
|
(in thousands of $)
|
Loans and
receivables
|
Derivative
financial instruments
|
Available-
for-sale
|
Total
|
||||||||||||
Assets as per balance sheet
|
||||||||||||||||
Trade and other receivables excluding pre-payments (note 18)
|
16,629
|
-
|
-
|
16,629
|
||||||||||||
Cash and cash equivalents
|
112,537
|
-
|
-
|
112,537
|
||||||||||||
Total
|
129,166
|
-
|
-
|
129,166
|
(in thousands of $)
|
||||||||||||
Derivative financial
instruments
|
Other financial
liabilities at
amortised cost
|
Total
|
||||||||||
Liabilities as per balance sheet
|
||||||||||||
Borrowings incl. deferred charges
(excl. finance lease liabilities) (note 22)
|
-
|
404,019
|
404,019
|
|||||||||
Finance lease liabilities
|
-
|
117,786
|
117,786
|
|||||||||
Derivative financial instruments
|
-
|
-
|
-
|
|||||||||
Trade and other payables excluding
non-financial liabilities (note 24,25)
|
-
|
15,332
|
15,332
|
|||||||||
Total
|
-
|
537,137
|
537,137
|
(in thousands of $)
|
||||||||||||
Derivative financial
instruments
|
Other financial
liabilities at
amortised cost
|
Total
|
||||||||||
Liabilities as per balance sheet
|
||||||||||||
Borrowings incl. deferred charges
(excl. finance lease liabilities) (note 22)
|
-
|
393,165
|
393,165
|
|||||||||
Finance lease liabilities
|
-
|
124,892
|
124,892
|
|||||||||
Derivative financial instruments
|
7,782
|
-
|
7,782
|
|||||||||
Trade and other payables excluding
non-financial liabilities (note 24,25)
|
-
|
12,001
|
12,001
|
|||||||||
Total
|
7,782
|
530,058
|
537,840
|
(In thousands of $)
|
2013
|
2012
|
||||||||||||||
Loan amount
|
Average
interest rate
|
Loan amount
|
Average
interest rate
|
|||||||||||||
Loan on vessels
|
360,827
|
3.46
|
%
|
335,626
|
3.04
|
%
|
||||||||||
Loans on vessels under construction
|
-
|
-
|
27,539
|
3.20
|
%
|
|||||||||||
Loans on cancelled vessels under
|
||||||||||||||||
construction
|
43,192
|
3.26
|
%
|
30,000
|
3.50
|
%
|
||||||||||
Total
|
404,019
|
393,165
|
(In thousands of $)
|
2013
|
2012
|
||||||||||||||
Amount
|
Average
interest rate
|
Amount
|
Average
interest rate
|
|||||||||||||
Current accounts
|
81,381
|
0.04
|
%
|
102,459
|
0.09
|
%
|
||||||||||
Short-term deposits
|
12,500
|
0.79
|
%
|
1,900
|
1.11
|
%
|
||||||||||
Restricted cash
|
4,960
|
0.00
|
%
|
8,178
|
0.09
|
%
|
||||||||||
Total
|
98,841
|
112,537
|
(in thousands of $)
|
2013
|
2012
|
||||||
At January 1
|
-
|
7 ,540
|
||||||
Interest expense
|
-
|
252
|
||||||
Interest paid
|
-
|
(92
|
)
|
|||||
Repurchase and repayment of convertible bond
|
-
|
(7,700
|
)
|
|||||
Liability component at December 31
|
-
|
-
|
Counterparty
|
Rating
|
Geographical
segment
|
2013
|
2012
|
|||
Cash and cash equivalents
|
|||||||
Nordea Bank Norge ASA
|
AA-
|
Norway
|
22,414
|
41,811
|
|||
Skandinaviska Enskilda Banken (SEB)
|
A+
|
|
Norway
|
40,713
|
29,220
|
||
DnB Bank ASA
|
A+
|
|
Norway
|
12,500
|
17,500
|
||
ABN Amro Bank N.V.
|
A+
|
|
Netherland
|
11,170
|
11,774
|
||
Ing Bank N.V.
|
A
|
|
Netherland
|
306
|
-
|
||
Danske Bank A/S
|
A
|
|
Norway
|
3,834
|
4,431
|
||
Other
|
Norway
|
7,903
|
7,801
|
||||
98,841
|
112,537
|
|
Between
|
Between one
|
Between two
|
|
||||||||||||||||||||
Within three | three months | and two | and five | After five | ||||||||||||||||||||
months |
and one year
|
years
|
years
|
years
|
Total
|
|||||||||||||||||||
(in thousands of $)
At 31 December 2013
|
|
|
|
|||||||||||||||||||||
Borrowings (ex financial lease obligations)
|
12,216
|
49,015
|
137,394
|
217,423
|
73,244
|
489,292
|
||||||||||||||||||
Financial lease liabilities
|
3,718
|
11,153
|
14,850
|
42,654
|
7,605
|
79,980
|
||||||||||||||||||
Trade and other payables
|
14,116
|
-
|
-
|
-
|
-
|
14,116
|
||||||||||||||||||
Total
|
32,987
|
80,185
|
168,987
|
297,328
|
86,720
|
663,270
|
Within three
|
Between
|
Between one
|
Between two
|
After five
|
||||||||||||||||||||
months
|
three months
|
and two
|
and five
|
years
|
Total
|
|||||||||||||||||||
(in thousands of $)
At 31 December 2012
|
and one year
|
years
|
years
|
|||||||||||||||||||||
Borrowings (ex financial lease obligations)
|
23,603
|
35,163
|
165,026
|
227,183
|
25,981
|
476,956
|
||||||||||||||||||
Financial lease liabilities
|
3,750
|
11,183
|
14,900
|
51,811
|
13,550
|
95,194
|
||||||||||||||||||
Trade and other payables
|
10,673
|
-
|
-
|
-
|
-
|
10,673
|
||||||||||||||||||
Total
|
61,629
|
66,379
|
199,609
|
310,014
|
48,572
|
662,600
|
(in thousands of $)
|
Level 1
|
Level 2
|
Total
|
|||||||||
Assets
|
||||||||||||
Available-for-sale financial assets
|
4,272
|
12,644
|
16,916
|
|||||||||
Derivative financial instruments (interest swap and bunkers hedge)
|
-
|
2,735
|
2,735
|
|||||||||
Total assets
|
4,272
|
15,379
|
19,651
|
|||||||||
Liabilities
|
||||||||||||
Derivative financial instruments (interest swap and bunkers hedge)
|
-
|
-
|
-
|
|||||||||
Total liabilities
|
-
|
-
|
-
|
(in thousands of $)
|
Level 1
|
Level 2
|
Total
|
|||||||||
Assets
|
||||||||||||
Available-for-sale financial assets
|
-
|
-
|
-
|
|||||||||
Total assets
|
-
|
-
|
-
|
|||||||||
Liabilities
|
||||||||||||
Derivative financial instruments (interest swap and bunkers hedge)
|
-
|
7,782
|
7,782
|
|||||||||
Total liabilities
|
-
|
7,782
|
7,782
|
Country of
residence
|
Ownership
interest
|
|
Front Carriers Ltd
|
Liberia
|
100 %
|
Golden Aries Inc
|
Liberia
|
100 %
|
Golden Arima Inc
|
Liberia
|
100 %
|
Golden Beijing Inc
|
Liberia
|
100 %
|
Golden Beppu Inc
|
Liberia
|
100 %
|
Golden Brilliant Inc
|
Liberia
|
100 %
|
Golden Crystal Inc
|
Liberia
|
100 %
|
Golden Dena Corporation
|
Liberia
|
100 %
|
Golden Diamond Inc
|
Liberia
|
100 %
|
Golden Eclipse Inc
|
Liberia
|
100 %
|
Golden Effort Inc
|
Liberia
|
100 %
|
Golden Emerald Inc
|
Liberia
|
100 %
|
Golden Eminence Inc
|
Liberia
|
100 %
|
Golden Empress Inc
|
Liberia
|
100 %
|
Golden Endeavour Inc
|
Liberia
|
100 %
|
Golden Endurer Inc
|
Liberia
|
100 %
|
Golden Enterprise Inc
|
Liberia
|
100 %
|
Golden Excalibur
|
Liberia
|
100 %
|
Golden Excellence Inc
|
Liberia
|
100 %
|
Golden Explorer Inc
|
Liberia
|
100 %
|
Golden Express
|
Liberia
|
100 %
|
Golden Exquisite
|
Liberia
|
100 %
|
Golden Extreme Inc
|
Liberia
|
100 %
|
Golden Eye Inc
|
Liberia
|
100 %
|
Golden Feng Inc
|
Liberia
|
100 %
|
Golden Gemini Inc
|
Liberia
|
100 %
|
Golden Gunn Corporation
|
Liberia
|
100 %
|
Golden Hilton Shipping Corporation
|
Liberia
|
100 %
|
Golden Ice Inc
|
Liberia
|
100 %
|
Golden Leo Inc
|
Liberia
|
100 %
|
Golden Libra Inc
|
Liberia
|
100 %
|
Golden Nantong Inc
|
Liberia
|
100 %
|
Golden Nassim Inc
|
Liberia
|
100 %
|
Golden Opportunity Inc
|
Liberia
|
100 %
|
Golden Pearl Inc
|
Liberia
|
100 %
|
Golden President Shipping Corporation
|
Liberia
|
100 %
|
Golden Saguenay Inc
|
Liberia
|
100 %
|
Golden Sapphire Inc
|
Liberia
|
100 %
|
Golden Shui Inc
|
Liberia
|
100 %
|
Golden Strength Inc
|
Liberia
|
100 %
|
Golden Taurus Inc
|
Liberia
|
100 %
|
Golden Virgo Inc
|
Liberia
|
100 %
|
Golden Zhoushan Inc
|
Liberia
|
100 %
|
Golden Ocean Management Asia Pte Ltd
|
Singapore
|
100 %
|
Golden Ocean Management AS
|
Norway
|
100 %
|
Golden Ocean Group Management (Bermuda) Limited
|
Bermuda
|
100 %
|
Golden Ocean (Cyprus) Limited
|
Cyprus
|
100 %
|
Golden Ocean Trading Limited
|
Bermuda
|
87.81 %
|
(in thousands of $)
|
2014
MARCH 12
|
|||
Non current assets
|
||||
Vessel and equipment
|
45,500
|
|||
Total non-current assets
|
45,500
|
|||
Current assets
|
||||
Cash and cash equivalents
|
1,512
|
|||
other current assets
|
4,014
|
|||
Total current assets
|
5,526
|
|||
Total assets
|
51,026
|
|||
Non current liabilities
|
||||
Long term debt
|
22,326
|
|||
Total non-current liabilities
|
22,326
|
|||
Current liabilities
|
||||
Long term debt - current portion
|
952
|
|||
other current liabilities
|
548
|
|||
Total current liabilities
|
1,500
|
|||
Total liabilities
|
23,826
|
|||
Total identifiable net assets
|
27,200
|
Page
|
||
ARTICLE I
|
CERTAIN DEFINITIONS
|
2
|
SECTION 1.1.
|
Certain Definitions
|
2
|
ARTICLE II
|
THE MERGER
|
10
|
SECTION 2.1.
|
The Merger
|
10
|
ARTICLE III
|
EFFECT ON THE SHARE CAPITAL OF THE PARTIES; EXCHANGE OF CERTIFICATES
|
12
|
SECTION 3.1.
|
Effect on Share Capital
|
12
|
SECTION 3.2.
|
Exchange of Certificates or Non-Certificated Shares
|
12
|
SECTION 3.3.
|
Transfer Books
|
15
|
SECTION 3.4.
|
GOGL Share Options
|
16
|
SECTION 3.5.
|
GOGL Convertible Bonds
|
16
|
ARTICLE IV
|
REPRESENTATIONS AND WARRANTIES OF GOGL
|
17
|
SECTION 4.1.
|
Organization, Qualification and Corporate Power
|
17
|
SECTION 4.2.
|
Authorization
|
17
|
SECTION 4.3.
|
Noncontravention
|
18
|
SECTION 4.4.
|
Capitalization
|
18
|
SECTION 4.5.
|
GOGL Subsidiaries
|
19
|
SECTION 4.6.
|
Financial Statements
|
20
|
SECTION 4.7.
|
Disclosure Documents
|
21
|
SECTION 4.8.
|
Taxes
|
21
|
SECTION 4.9.
|
Compliance with Laws; Governmental Authorizations
|
22
|
SECTION 4.10.
|
Absence of Certain Changes; No Undisclosed Liabilities
|
22
|
SECTION 4.11.
|
Tangible Personal Assets
|
23
|
SECTION 4.12.
|
Vessels; Maritime Matters
|
23
|
SECTION 4.13.
|
24
|
|
SECTION 4.14.
|
Litigation
|
25
|
SECTION 4.15.
|
Employee Benefits
|
26
|
SECTION 4.16.
|
Labor and Employment Matters
|
27
|
SECTION 4.17.
|
Environmental
|
27
|
SECTION 4.18.
|
Insurance
|
27
|
SECTION 4.19.
|
Fees
|
27
|
SECTION 4.20.
|
Takeover Statutes
|
28
|
SECTION 4.21.
|
Interested Party Transactions
|
28
|
SECTION 4.22.
|
Certain Business Practices
|
28
|
ARTICLE V
|
REPRESENTATIONS AND WARRANTIES OF KSL
|
28
|
SECTION 5.1.
|
Organization, Qualification and Corporate Power
|
28
|
SECTION 5.2.
|
Authorization
|
29
|
SECTION 5.3.
|
Noncontravention
|
29
|
SECTION 5.4.
|
Capitalization
|
30
|
SECTION 5.5.
|
KSL Subsidiarie
|
30
|
SECTION 5.6.
|
KSL SEC Filings
|
32
|
SECTION 5.7.
|
Financial Statements
|
33
|
SECTION 5.8.
|
Taxes
|
33
|
SECTION 5.9.
|
Compliance with Laws; Governmental Authorizations
|
34
|
SECTION 5.10.
|
Absence of Certain Changes; No Undisclosed Liabilities
|
35
|
SECTION 5.11.
|
Tangible Personal Assets
|
35
|
SECTION 5.12.
|
Vessels; Maritime Matters
|
35
|
SECTION 5.13.
|
36
|
|
SECTION 5.14.
|
Litigation
|
38
|
SECTION 5.15.
|
Employee Benefits
|
38
|
SECTION 5.16.
|
Labor and Employment Matters
|
39
|
SECTION 5.17.
|
Environmental
|
39
|
SECTION 5.18.
|
Insurance
|
39
|
SECTION 5.19.
|
Fees
|
40
|
SECTION 5.20.
|
Takeover Statutes
|
40
|
SECTION 5.21.
|
Interested Party Transactions
|
40
|
SECTION 5.22.
|
Certain Business Practices
|
40
|
ARTICLE VI
|
CONDUCT PENDING THE MERGER
|
40
|
SECTION 6.1.
|
Operation of the Businesses of the Parties
|
40
|
SECTION 6.2.
|
Access to Information
|
43
|
SECTION 6.3.
|
Notice of Developments
|
43
|
SECTION 6.4.
|
No Solicitation by KSL
|
44
|
SECTION 6.5.
|
No Solicitation by GOGL
|
46
|
SECTION 6.6.
|
Litigation
|
49
|
ARTICLE VII
|
SEC FILINGS AND SHAREHOLDERS' MEETINGS
|
49
|
SECTION 7.1.
|
SEC Filings
|
49
|
SECTION 7.2.
|
Shareholders' Meetings
|
50
|
ARTICLE VIII
|
OTHER COVENANTS OF THE PARTIES
|
51
|
SECTION 8.1.
|
Regulatory Undertaking
|
51
|
SECTION 8.2.
|
Certain Filings
|
51
|
SECTION 8.3.
|
Public Announcements
|
51
|
SECTION 8.4.
|
Further Assurances
|
52
|
SECTION 8.5.
|
Notices of Certain Events
|
52
|
SECTION 8.6.
|
Indemnification and Insurance.
|
52
|
SECTION 8.7.
|
Exchange Listings
|
54
|
ARTICLE IX
|
CONDITIONS TO THE MERGER
|
54
|
SECTION 9.1.
|
Conditions to Obligations of Each Party
|
54
|
SECTION 9.2.
|
Conditions to Obligations of GOGL
|
54
|
SECTION 9.3.
|
Conditions to Obligations of KSL
|
55
|
ARTICLE X
|
TERMINATION; AMENDMENT; WAIVER
|
56
|
SECTION 10.1.
|
Termination
|
56
|
SECTION 10.2.
|
Effect of Termination
|
57
|
ARTICLE XI
|
MISCELLANEOUS
|
58
|
SECTION 11.1.
|
No Survival of Representations, Warranties, Covenants and Agreements
|
58
|
SECTION 11.2.
|
Notices
|
58
|
SECTION 11.3.
|
Amendments and Waivers.
|
59
|
SECTION 11.4.
|
Expenses.
|
59
|
SECTION 11.5.
|
Disclosure Letters
|
60
|
SECTION 11.6.
|
Waiver
|
60
|
SECTION 11.7.
|
Governing Law
|
61
|
SECTION 11.8.
|
Jurisdiction
|
61
|
SECTION 11.9.
|
WAIVER OF JURY TRIAL
|
61
|
SECTION 11.10.
|
Counterparts; Effectiveness
|
62
|
SECTION 11.11.
|
Entire Agreement
|
62
|
SECTION 11.12.
|
Severability
|
62
|
SECTION 11.13.
|
Specific Performance
|
62
|
SECTION 11.14.
|
Headings
|
62
|
SECTION 11.15.
|
Construction
|
62
|
SECTION 11.16.
|
Binding Effect; Benefit; Assignment
|
63
|
Term
|
Section
|
|
Adverse Recommendation Change
|
Section 6.4(a)/6.5(a)
|
|
Agreement
|
Preamble
|
|
Certificate of Merger
|
Section 2.1(c)
|
|
Certificates
|
Section 3.2(b)
|
|
Closing
|
Section 2.1(b)
|
|
Closing Date
|
Section 2.1(b)
|
|
Effective Time
|
Section 2.1(c)
|
|
End Date
|
Section 10.1(b)
|
|
ERISA
|
Section 4.15(e)
|
|
Exchange Agent
|
Section 3.2(a)
|
|
GOGL
|
Preamble
|
|
GOGL Board
|
Recitals
|
|
GOGL Board Recommendation
|
Section 4.2(b)
|
|
GOGL Charter Documents
|
Section 4.1
|
|
GOGL Companies Charter Documents
|
Section 4.5(b)
|
|
GOGL Disclosure Information
|
Section 4.7
|
|
GOGL Securities
|
Section 4.4(b)
|
|
GOGL Shareholder Approval
|
Section 4.2(a)
|
|
GOGL Shareholders' Meeting
|
Section 7.2
|
|
GOGL Subsidiaries
|
Section 4.5(a)
|
|
GOGL Subsidiaries Charter Documents
|
Section 4.5(b)
|
|
GOGL Subsidiary Securities
|
Section 4.5(c)
|
|
Indemnitee
|
Section 8.6(a)
|
|
Interested Party Transaction
|
Section 4.21/5.21
|
|
Intervening Event
|
Section 6.4(b)(ii)/6.5(b)(ii)
|
|
Joint Proxy Statement/Prospectus
|
Section 7.1(a)
|
|
KSL
|
Preamble
|
|
KSL Board
|
Recitals
|
|
KSL Board Recommendation
|
Section 5.2(b)
|
|
KSL Charter Documents
|
Section 5.1
|
|
KSL Companies Charter Documents
|
Section 5.5(b)
|
KSL SEC Documents
|
Section 5.6(a)
|
|
KSL Securities
|
Section 5.4(b)
|
|
KSL Shareholder Approval
|
Section 5.2(a)
|
|
KSL Shareholders' Meeting
|
Section 7.2
|
|
KSL Subsidiaries
|
Section 5.5(a)
|
|
KSL Subsidiaries Charter Documents
|
Section 5.5(b)
|
|
KSL Subsidiary Securities
|
Section 5.5(c)
|
|
Leased Vessels
|
Section 4.12(a)/5.12(a)
|
|
Material GOGL Breach
|
Section 10.1(e)
|
|
Material KSL Breach
|
Section 10.1(d)
|
|
Maximum Premium
|
Section 8.6(b)
|
|
Merger
|
Recitals
|
|
Merger Application
|
Section 2.1(c)
|
|
Merger Consideration
|
Section 3.1(b)
|
|
Notice Period
|
Section 6.4(b)(iii)/6.5(b)(iii)
|
|
Owned Vessels
|
Section 4.12(a)/5.12(a)
|
|
Party
|
Preamble
|
|
Policies
|
Section 4.18/5.18
|
|
Principal Shareholders
|
Recitals
|
|
Registrar
|
Section 2.1(c)
|
|
Registration Statement
|
Section 7.1(a)
|
|
Substitute Option
|
Section 3.4(a)
|
|
Superior Proposal
|
Section 6.4(d)
|
|
Surviving Company
|
Section 2.1(a)
|
|
Termination Fee
|
Section 11.4(b)
|
|
Voting Agreements
|
Recitals
|
KNIGHTSBRIDGE SHIPPING LIMITED
|
|||
By:
|
/s/ Ola Lorentzon
|
||
Name:
|
|||
Title:
|
Director
|
GOLDEN OCEAN GROUP LIMITED
|
|||
By:
|
/s/ Kate Blankenship
|
||
Name:
|
|||
Title:
|
Director
|
· | USD 22,000,000 Senior Secured Term Loan Facility Agreement dated 18 December 2013 (JV Golden Opus Inc.) |
· | Investor loan agreement between Golden Ocean Group Limited and Alpha Asset Finance XI BV dated 6 October 2011 |
· | Revolving and Term Loan Facilities Agreement, dated August 21, 2009, between Knightsbridge Tankers Limited and Nordea Bank Norge ASA, as amended by addendum no.1 dated 28 October 2009, as amended and restated by the Amendment and Restatement Agreement dated 2 July 2010 as further amended and restated by the Second Amendment and Restatement Agreement dated 22 November 2010 |
· | Term Loan Facilities Agreement, dated June 27 2014, between Knightsbridge Tankers Limited and DNB Bank ASA |
ARTICLE I GENERAL
|
1
|
|
Section 1.1
|
Defined Terms
|
1
|
ARTICLE II VOTING
|
2
|
|
Section 2.1
|
Agreement to Vote
|
2
|
ARTICLE III REPRESENTATIONS AND WARRANTIES
|
4
|
|
Section 3.1
|
Representations and Warranties of the Shareholders
|
4
|
ARTICLE IV OTHER COVENANTS
|
5
|
|
Section 4.1
|
Prohibition on Transfers
|
5
|
Section 4.2
|
Share Dividends, etc.
|
5
|
Section 4.3
|
No Solicitation
|
6
|
Section 4.4
|
Waiver of Actions
|
6
|
ARTICLE V MISCELLANEOUS
|
6
|
|
Section 5.1
|
Interpretation
|
6
|
Section 5.2
|
Termination
|
7
|
Section 5.3
|
Governing Law
|
7
|
Section 5.4
|
Jurisdiction
|
8
|
Section 5.5
|
WAIVER OF JURY TRIAL
|
8
|
Section 5.6
|
Notices
|
8
|
Section 5.7
|
Amendment
|
10
|
Section 5.8
|
Extension; Waiver
|
10
|
Section 5.9
|
Entire Agreement
|
10
|
Section 5.10
|
No Third-Party Beneficiaries
|
10
|
Section 5.11
|
Severability
|
10
|
Section 5.12
|
Construction
|
11
|
Section 5.13
|
Assignment
|
11
|
Section 5.14
|
Specific Performance
|
11
|
Section 5.15
|
Shareholder Capacity
|
11
|
Section 5.16
|
No Ownership Interest
|
11
|
Section 5.17
|
Fees and Expenses
|
12
|
Section 5.18
|
Counterparts; Effectiveness
|
12
|
Term
|
Section
|
Adverse Amendment
|
2.1(b)
|
Agreement
|
Preamble
|
Beneficial Owner
|
1.1(a)
|
Beneficial Ownership
|
1.1(a)
|
Beneficially Own
|
1.1(a)
|
Beneficially Owned
|
1.1(a)
|
Common Shares
|
Recitals
|
control
|
1.1(b)
|
controlled by
|
1.1(b)
|
controlling
|
1.1(b)
|
Covered Affiliates
|
1.1(c)
|
Covered Shares
|
1.1(d)
|
Existing Shares
|
1.1(e)
|
GOG
|
Preamble
|
GOGL Common Shares
|
Recitals
|
KSL
|
Preamble
|
KSL Common Shares
|
Recitals
|
Loan Shares
|
2.1
|
Merger
|
Recitals
|
Merger Agreement
|
Recitals
|
Organizational Documents
|
2.1(b)
|
Permitted Transfer
|
1.1(f)
|
Shareholder
|
Preamble
|
Transfer
|
1.1(g)
|
Voting Period
|
2.1
|
KNIGHTSBRIDGE SHIPPING LIMITED
|
||
By:
|
/s/ Ola Lorentzon
|
|
Name: Ola Lorentzon
Title: Director |
||
GOLDEN OCEAN GROUP LIMITED
|
||
By:
|
/s/ Kate Blankenship
|
|
Name: Kate Blankenship
Title: Director |
||
FRONTLINE 2012 LTD.
|
||
By:
|
||
Name: Georgina E. Sousa
Title: Director |
||
FARAHEAD INVESTMENTS INC.
|
||
By:
|
/s/ Dimitris Hannas
|
|
Name: Dimitris Hannas
Title: Director |
||
HEMEN HOLDING LTD.
|
||
By:
|
/s/ Dimitris Hannas
|
|
Name: Dimitris Hannas
Title: Director |
||
GOLDEN OCEAN GROUP MANAGEMENT (BERMUDA) LTD.
|
||
By:
|
/s/ Herman Billung
|
|
Name: Herman Billung
Title: Director |
||
ICB SHIPPING (Bermuda) Limited,
|
||
By:
|
/s/ Inger M. Klemp
|
|
Name: Inger M. Klemp
Title: Attorney-in-Fact |
||
/s/ Herman Billung
|
||
/s/ Kate Blankenship
|
||
/s/ Hans Petter Aas
|
||
/s/ Inger M. Klemp
|
||
1. | Knightsbridge Shipping Limited, a limited company having its registered office at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda, ("KSL"); and |
2. | Golden Ocean Group Limited, a limited company having its registered office at Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda ("GOGL"). |
(a) | Each GOGL Common Share held in the treasury of GOGL, and each GOGL Common Share owned by KSL or any direct or indirect wholly-owned Subsidiary of KSL or of GOGL immediately prior to the Effective Time, shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. |
(b) | Each issued and outstanding GOGL Common Share (other than any shares cancelled pursuant to Section 6(a) and any Dissenting Shares) shall be cancelled and shall be converted automatically into the right to receive a number of KSL Common Shares equal to the Exchange Ratio (such KSL Common Shares into which GOGL Common Shares are converted hereunder, in the aggregate, the "Merger Consideration"). |
(c) | Each KSL Common Share issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and any KSL Common Shares owned by GOGL or any direct or indirect wholly-owned Subsidiary of GOGL) shall remain issued and outstanding after the Effective Time without change or adjustment, and each KSL Common Share owned by GOGL or any direct or indirect wholly-owned Subsidiary of GOGL shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. |
(d) | Notwithstanding anything in this Agreement to the contrary, any Dissenting Shares shall be cancelled (but shall not entitle their holders to receive or retain KSL Common Shares pursuant to Section 6(b)) and shall be converted into the right to receive the fair value thereof under Section 106 of the Bermuda Companies Act (provided that if a Dissenting Shareholder fails to perfect effectively, withdraws or waives or loses such dissenters` rights action, such Dissenting Shareholder shall be entitled to receive KSL Common Shares in accordance with this Section 6). |
INTERPRETATION
|
1
|
REGISTERED OFFICE
|
4
|
SHARE RIGHTS
|
4
|
MODIFICATION OF RIGHTS
|
5
|
POWER TO PURCHASE OWN SHARES
|
5
|
SHARES
|
5
|
CERTIFICATES
|
6
|
LIEN
|
7
|
CALLS ON SHARES
|
7
|
FORFEITURE OF SHARES
|
8
|
REGISTER OF SHAREHOLDERS
|
9
|
REGISTER OF DIRECTORS AND OFFICERS
|
10
|
TRANSFER OF SHARES
|
10
|
TRANSMISSION OF SHARES
|
13
|
DISCLOSURE OF MATERIAL NTERESTS
|
14
|
INCREASE OF CAPITAL
|
16
|
ALTERATION OF CAPITAL
|
16
|
REDUCTION OF CAPITAL
|
17
|
GENERAL MEETINGS AND WRITTEN RESOLUTIONS
|
17
|
NOTICE OF GENERAL MEETINGS
|
18
|
PROCEEDINGS AT GENERAL MEETINGS
|
19
|
VOTING
|
21
|
PROXIES AND CORPORATE REPRESENTATIVES
|
22
|
APPOINTMENT AND REMOVAL OF DIRECTORS
|
24
|
RESIGNATION AND DISQUALIFICATION OF DIRECTORS
|
24
|
ALTERNATE DIRECTORS
|
25
|
DIRECTORS' FEES AND ADDITIONAL REMUNERATION AND EXPENSES
|
26
|
DIRECTORS' INTERESTS
|
26
|
POWERS AND DUTIES OF THE BOARD
|
27
|
DELEGATION OF THE BOARD'S POWERS
|
28
|
PROCEEDINGS OF THE BOARD
|
29
|
OFFICERS
|
31
|
MINUTES
|
31
|
SECRETARY AND RESIDENT REPRESENTATIVE
|
32
|
THE SEAL
|
32
|
DIVIDENDS AND OTHER PAYMENTS
|
32
|
RESERVES
|
34
|
CAPITALISATION OF PROFITS
|
34
|
RECORD DATES
|
35
|
ACCOUNTING RECORDS
|
35
|
AUDIT
|
35
|
SERVICE OF NOTICES AND OTHER DOCUMENTS
|
36
|
WINDING UP
|
36
|
INDEMNITY
|
37
|
CONTINUATION
|
38
|
ALTERATION OF BYE-LAWS
|
39
|
(b)
|
the names of the Directors and other persons (if any) present at each meeting of Directors and of any committee;
|
(c)
|
of all proceedings at meetings of the Company, of the holders of any class of shares in the Company, and of committees;
|
(a) | all dividends or distributions out of contributed surplus may be declared and paid according to the amounts paid up on the shares in respect of which the dividend or distribution is paid, and an amount paid up on a share in advance of calls may be treated for the purpose of this Bye-law as paid-up on the share; |
(i) | the Transaction will be consummated in accordance with the terms of the Merger Agreement and the Bermuda Merger Agreement to be entered into by KSL and GOGL (the "Bermuda Merger Agreement" and, together with the Merger Agreement, the "Transaction Documents"); |
(ii) | any representations and warranties made in the Transaction Documents are accurate and complete; |
(iii) | the final versions of all documents reviewed by Pareto in draft form conform in all material respects to the drafts reviewed; |
(iv) | there has been no change in the assets, liabilities, financial condition, results of operations, business, or prospects of the Companies since the date of the most recent information made available to Pareto that would be material to the analyses conducted by Pareto, and that there is no information or facts that would make the information reviewed by Pareto incomplete or misleading; and |
(ii) | reviewed vessel appraisals from four different independent ship brokers. These appraisals were on a charter-free basis, free of liens and encumbrances, ready for prompt delivery and based on a willing buyer —willing seller basis; |
(iii) | reviewed updated balance sheets received by the Company for both KSL and GOGL as of 30 June 2014, as well as condensed figures for 30 September 2014; |
(iv) | reviewed and adjusted value of existing contracts in excess and below current forward market rates for both the Company and GOGL; |
(v) | analysed and evaluated relevant financial information regarding the Transaction, the Company and GOGL; |
(vi) | familiarized ourselves with the business, operations, properties, financial condition, capitalization and prospects of the Company and GOGL; |
(xiii) | conferred with the management team of the Company with respect to the proposed Transaction; and |
(ix) | performed such other analyses, diligence and services as are customary, or that we have deemed otherwise appropriate for the purposes of the opinion expressed herein. |
Very truly yours,
|
|||
PARETO SECURITIES INC.
|
|||
By:
|
|||
Name: Christian G. Moxon
|
|||
Title: Managing Director
|
Fearnley Securities AS
|
Mailing address:
|
Telephone: +47-22936000
|
Enterprise number
|
P.O.Box 1158 Sentrum
|
Facsimile: +47-22936399
|
945757647
|
|
A company in Astrup Fearnley
|
N-0107 Oslo
|
Internet: www fearnleysecurities no
|
Golden Ocean Management AS
Att: Herman Billung
Bryggegata 3
0125, Oslo
Norway
|
Monday , September 29, 2014
|
Nordic Shipping AS
Kronprinsesse Märthas plass 1
P.O.Box 1244 Vika
0110 Oslo
Norway
Phone: +47 22 48 21 00
Fax: +47 22 48 21 20
Email: ships@nordic-shipping.no
Url: nordic-shipping.no
|
Name
|
DWT
|
Built
|
USD
|
Channel Navigator
|
172000
|
1997
|
18
|
Channel Alliance
|
172000
|
1996
|
17
|
Golden Feng
|
170500
|
2009
|
45
|
Golden Shui
|
170500
|
2009
|
45
|
Golden Beijing
|
176000
|
2010
|
47
|
Golden Zhoushan
|
176000
|
2011
|
49
|
Golden Magnum
|
180000
|
2009
|
47
|
Golden Opus
|
180000
|
2010
|
48
|
Golden Eclipse
|
79600
|
2010
|
24
|
Golden Eminence
|
79600
|
2010
|
24
|
Golden Empress
|
79600
|
2010
|
24
|
Golden Endeavour
|
79600
|
2010
|
24
|
Golden Endurer
|
79600
|
2011
|
25
|
Golden Enterprise
|
79600
|
2011
|
25
|
Prime Daisy
|
81500
|
2012
|
30
|
Prime Ginger
|
81500
|
2012
|
30
|
Prime Rose
|
81500
|
2012
|
30
|
Golden Saguenay
|
75500
|
2008
|
23
|
Golden Opportunity
|
75500
|
2008
|
23
|
Golden Ice
|
75500
|
2008
|
23
|
Golden Strength
|
75500
|
2009
|
24
|
Golden Lyderhom
|
74200
|
1999
|
11
|
Golden Heiwa
|
76000
|
2007
|
19
|
Ocean Minerva
|
75500
|
2007
|
19
|
Please read our terms & conditions on page two of this document.
|
Golden Suek
|
75000
|
2011
|
24
|
Golden Bull
|
75000
|
2012
|
25
|
Golden Brilliant
|
74500
|
2013
|
26
|
Golden Pearl
|
74200
|
2013
|
26
|
Golden Diamond
|
74200
|
2013
|
26
|
Golden Ruby
|
74050
|
2014
|
27
|
Golden Arima
|
60000
|
2015
|
32
|
Golden Beppu
|
60000
|
2015
|
32
|
Golden Aries
|
63800
|
2015
|
30
|
Golden Gemini
|
63800
|
2015
|
30
|
Golden Taurus
|
63800
|
2015
|
30
|
Golden Leo
|
63800
|
2016
|
30
|
Golden Virgo
|
63800
|
2016
|
30
|
Golden Libra
|
63800
|
2016
|
30
|
Total:
|
US$1092
|
FEARNSALE
|
Yard
|
Vessel
|
DWT
|
Built
|
IMO
|
Value MUSD
|
|
Capesize
|
||||||
Owned
|
NKK
|
Channel Navigator
|
172 058
|
1997
|
9127473
|
18,0
|
Owned
|
NKK
|
Channel Alliance
|
171 978
|
1996
|
9127461
|
17,0
|
Owned
|
Daehan
|
Golden Feng
|
170 500
|
2009
|
9435648
|
45,0
|
Owned
|
Daehan
|
Golden Shui
|
170 500
|
2009
|
9437696
|
45,0
|
Owned
|
Jinhaiwan
|
Golden Beijing
|
176 000
|
2010
|
9439412
|
47,0
|
Owned
|
Jinhaiwan
|
Golden Zhoushan
|
176 000
|
2011
|
9448554
|
50,5
|
Owned
|
Daewoo
|
Golden Magnum
|
180 000
|
2009
|
9494230
|
46,0
|
Owned
|
STX
|
Golden Opus
|
180 715
|
2010
|
9486726
|
48,0
|
Kamsarmax
|
||||||
Bareboat
|
Jinhaiwan
|
Golden Eclipse
|
79 600
|
2010
|
9481427
|
22 ,0
|
Owned
|
Jinhaiwan
|
Golden Eminence
|
79 600
|
2010
|
9481439
|
22,0
|
Owned
|
Jinhaiwan
|
Golden Empress
|
79 600
|
2010
|
9481441
|
22,0
|
Owned
|
Jinhaiwan
|
Golden Endeavour
|
79 600
|
2010
|
9481453
|
22,0
|
Owned
|
Jinhaiwan
|
Golden Endurer
|
79 600
|
2011
|
9481465
|
24,0
|
Owned
|
Jinhaiwan
|
Golden Enterprise
|
79 600
|
2011
|
9481477
|
24,0
|
Purchase
|
SPP
|
Prime Daisy (TBN Golden Daisy)
|
81 500
|
2012
|
9590759
|
27,0
|
Purchase
|
SPP
|
Prime Ginger (TBN Golden Ginger)
|
81 500
|
2012
|
9590761
|
27,0
|
Purchase
|
SPP
|
Prime Rose (TBN Golden Rose)
|
81 500
|
2012
|
9590747
|
27,0
|
Panamax
|
||||||
Owned
|
Rong Sheng
|
Golden Saguenay
|
75 500
|
2008
|
9383857
|
21,0
|
Owned
|
Rong Sheng
|
Golden Opportunity
|
75 500
|
2008
|
9389813
|
21,0
|
Owned
|
Rong Sheng
|
Golden Ice
|
75 500
|
2008
|
9401362
|
21,0
|
Owned
|
Rong Sheng
|
Golden Strength
|
75 500
|
2009
|
9413420
|
20,0
|
Bareboat
|
Sasebo
|
Golden Lyderhorn
|
74 242
|
1999
|
9214161
|
11,5
|
Chartered
|
lmabari
|
Golden Heiwa
|
76 000
|
2007
|
9374208
|
20,0
|
Chartered
|
Sanoyas
|
Ocean Minerva
|
75 500
|
2007
|
9316880
|
20,0
|
Owned
|
Pipavav
|
Golden Suek (former G. Sapphire)
|
75 000
|
2011
|
9438614
|
25,0
|
Owned
|
Pipavav
|
Golden Bull (former G. Crystal)
|
75 000
|
2012
|
9438626
|
26,5
|
Owned
|
Pipavav
|
Golden Brilliant
|
75 000
|
2013
|
9438638
|
28,0
|
Owned
|
Pipavav
|
Golden Pearl
|
74 200
|
2013
|
9470375
|
28,0
|
Owned
|
Pipavav
|
Golden Diamond
|
74 200
|
2013
|
9470387
|
28,0
|
Owned
|
Pipavav
|
Golden Ruby
|
74 050
|
2014
|
9470399
|
29,5
|
Supramax
|
||||||
Newbuilding
|
JMU
|
Golden Arima (5018)
|
60 000
|
01/2015
|
Unknown
|
30,5
|
Newbuilding
|
JMU
|
Golden Beppu (5019)
|
60 000
|
01/2015
|
Unknown
|
30,5
|
Newbuilding
|
Chengxi
|
Golden Arises (CX0633)
|
63 800
|
01/2015
|
Unknown
|
28,0
|
Newbuilding
|
Chengxi
|
Golden Gemini (CX0634)
|
63 800
|
02/2015
|
U,nknown
|
28,0
|
Newbuilding
|
Cheng xi
|
Golden Taurus (CX0635)
|
63 800
|
02/2015
|
Unknown
|
28,0
|
Newbuilding
|
Chengxi
|
Golden Leo (CX0636)
|
63 800
|
02/2016
|
Unknown
|
28,0
|
Newbuilding
|
Chengxi
|
Golden Virgo (CX0637)
|
63 800
|
02/2016
|
Unknown
|
28,0
|
Newbuilding
|
Chengxi
|
Golden Libra (CX0638)
|
63 800
|
02/2016
|
Unknown
|
28,0
|
Frontline Ltd
c/o Frontline Management
P.O. Box 1327 Vika
0112 Oslo
Norway
|
Department: Sale and purch.
Telephone direct: 23 11 24 68
Telefax: 23 11 23 11
E-mail Internet: snp@platou.com
|
Golden Ocean Management AS
Att.: Per Heiberg
P.O.Box 2005 - VIKA
0125 Oslo
|
Department:
Telephone direct:
Telefax:
E-mail Internet:
|
Sale and purch.
23 11 24 47
23 11 23 11
|
Our ref. MRE / MRE
|
Oslo,
|
30.09.14
|
Vessel
|
DWT
|
Built
|
IMO
|
Values USD Mill
|
Channel Navigator
|
172 058
|
1997
|
9127473
|
17,50
|
Channel Alliance
|
171 978
|
1996
|
9127461
|
16,00
|
Golden Feng
|
170 500
|
2009
|
9435648
|
47,00
|
Golden Shui
|
170 500
|
2009
|
9437696
|
47,00
|
Golden Beijing
|
176 000
|
2010
|
9439412
|
44,50
|
Golden Zhoushan
|
176 000
|
2011
|
9448554
|
47,00
|
Golden Magnum
|
180 000
|
2009
|
9494230
|
47,00
|
Golden Opus
|
180 715
|
2010
|
9486726
|
49,50
|
Golden Eclipse
|
79 600
|
2010
|
9481427
|
22,00
|
Golden Eminence
|
79 600
|
2010
|
9481439
|
22,00
|
Golden Empress
|
79 600
|
2010
|
9481441
|
22,00
|
Golden Endeavour
|
79 600
|
2010
|
9481453
|
22,00
|
Golden Endurer
|
79600
|
2011
|
9481465
|
23,00
|
Golden Enterprise
|
79 600
|
2011
|
9481477
|
23,00
|
Prime Daisy (tbn Golden Daisy)
|
81500
|
2012
|
9590759
|
28,50
|
Prime Ginger (tbn Golden Ginger)
|
81 500
|
2012
|
9590761
|
28,50
|
Prime Rose (tbn Golden Rose)
|
81 500
|
2012
|
9590747
|
28,50
|
Golden Saguenay
|
75 500
|
2008
|
9383857
|
20,00
|
Golden Opportunity
|
75 500
|
2008
|
9389813
|
20,00
|
Golden Ice
|
75 500
|
2008
|
9401362
|
20,00
|
Golden Strength
|
75 500
|
2009
|
9413420
|
21,50
|
Golden Lyderhom
|
74242
|
1999
|
9214161
|
11,00
|
Golden Heiwa
|
76 000
|
2007
|
9374208
|
21,00
|
Ocean Minerva
|
75 500
|
2007
|
9316880
|
21,00
|
Golden Suek (former G. Sapphire)
|
75 000
|
2011
|
9438614
|
23,50
|
RS Platou ASA
RS Platou Shipbrokers AS
RS Platou Offshore AS
|
Telephone +47 23 11 20 DO
Telefax +47 23 11 23 DO
|
Foretaksregisteret
NO 955 514 262 MVA
|
Haakon VII's gate 10
P.O. Box 1604 Vika
N-0119 Oslo, Norway
|
Golden Bull )former G. Crystal)
|
75 000
|
2012
|
9438626
|
25,50
|
Golden Brilliant
|
74 500
|
2013
|
9438638
|
27,00
|
Golden Pearl
|
74 200
|
2013
|
9470375
|
27,00
|
Golden Diamond
|
74200
|
2013
|
9470387
|
27,00
|
Golden Ruby
|
74050
|
2014
|
9470399
|
28,50
|
Golden Arima (5018)
|
60000
|
Ql/2015
|
Unknown
|
32,00
|
Golden Beppu (5019)
|
60000
|
Ql/2015
|
Unknown
|
32,00
|
Golden Aries (CX0633)
|
63 800
|
Ql/2015
|
Unknown
|
29,00
|
Golden Gemini (CX0634)
|
63 800
|
Q2/2015
|
Unknown
|
29,00
|
Golden Taurus (CX0635)
|
63 800
|
Q2/2015
|
Unknown
|
29,00
|
Golden Leo (CX0636)
|
63 800
|
Ql/2016
|
Unknown
|
29,00
|
Golden Virgo (CX0637)
|
63 800
|
Q2/2016
|
Unknown
|
29,00
|
Golden Libra (CX0638)
|
63 800
|
Q2/2016
|
Unknown
|
29,00
|
RS Platou ASA
RS Platou Shipbrokers AS
RS Platou Offshore AS
|
Telephone +47 23 11 20 DO
Telefax +47 23 11 23 DO
|
Foretaksregisteret
NO 955 514 262 MVA
|
Haakon VII's gate 10
P.O. Box 1604 Vika
N-0119 Oslo, Norway
|
Dated London:
|
23rd September 2014
|
ARVAL-0914502
|
Yard
|
Vessel
|
DWT
|
Built
|
IMO
|
Value
|
|
Capesize
|
||||||
Owned
|
NKK
|
Channel Navigator
|
172,058
|
1997
|
9127473
|
$16mill.
|
Owned
|
NKK
|
Channel Alliance
|
171,978
|
1996
|
9127461
|
$15mill.
|
Ovmed
|
Daehan
|
Golden Feng
|
170,500
|
2009
|
9435648
|
$42mill.
|
Owned
|
Daehan
|
Golden Shui
|
170,500
|
2009
|
9437696
|
$42mill.
|
Owned
|
Jinhaiwan
|
Golden Beijing
|
176,000
|
2010
|
9439412
|
$42.5mill.
|
Owned
|
Jinhaiwan
|
Golden Zhoushan
|
176,000
|
2011
|
9448554
|
$44.5mill
|
Owned
|
Daewoo
|
Golden Magnum
|
180,000
|
2009
|
9494230
|
$44.5mill.
|
Owned
|
STX
|
Golden Opus
|
180,715
|
2010
|
9486726
|
$49.5mill.
|
Total Capesize
|
||||||
Kamsarmax
|
||||||
Bareboat
|
Jinhaiwan
|
Golden Eclipse
|
79,600
|
2010
|
9481427
|
$22mill.
|
Owned
|
Jinhaiwan
|
Golden Eminence
|
79,600
|
2010
|
9481439
|
$22mill.
|
Owned
|
Jinhaiwan
|
Golden Empress
|
79,600
|
2010
|
9481441
|
$22mill.
|
Owned
|
Jinhaiwan
|
Golden Endeavour
|
79,600
|
2010
|
9481453
|
$22mill.
|
Owned
|
Jinhaiwan
|
Golden Endurer
|
79,600
|
2011
|
9481465
|
$24mill.
|
Owned
|
Jinhaiwan
|
Golden Enterprise
|
79,600
|
2011
|
9481477
|
$24mill.
|
Purchase
|
SPP
|
Prime Daisy (tbn Golden Daisy)
|
81,500
|
2012
|
9590759
|
$30mill.
|
Purchase
|
SPP
|
Prime Ginger (tbn Golden Ginger)
|
81,500
|
2012
|
9590761
|
$30mill.
|
Purchase
|
SPP
|
Prime Rose (tbn Golden Rose)
|
81,500
|
2012
|
9590747
|
$30mill.
|
Total Kamsarmax
|
||||||
Panamax
|
||||||
Owned
|
Rong Sheng
|
Golden Saguenay
|
75,500
|
2008
|
9383857
|
$20.75mill.
|
Owned
|
Rong Sheng
|
Golden Opportunity
|
75,500
|
2008
|
9389813
|
$20.75mill.
|
Owned
|
Rong Sheng
|
Golden Ice
|
75,500
|
2008
|
9401362
|
$20.75mill.
|
Owned
|
Rong Sheng
|
Golden Strength
|
75,500
|
2009
|
9413420
|
$21.75mill.
|
Bareboat
|
Sasebo
|
Golden Lyderhorn
|
74,242
|
1999
|
9214161
|
$10mill.
|
Chartered
|
Imabari
|
Golden Heiwa
|
76,000
|
2007
|
9374208
|
$23mill.
|
Chartered
|
Sanoyas
|
Ocean Minerva
|
75,500
|
2007
|
9316880
|
$23mill.
|
Owned
|
Pipavav
|
Golden Suek (former G. Sapphire)
|
75,000
|
2011
|
9438614
|
$21mill.
|
Owned
|
Pipavav
|
Golden Bull (former G. Crystal)
|
75,000
|
2012
|
9438626
|
$22.5mill.
|
Owned
|
Pipavav
|
Golden Brilliant
|
74,500
|
2013
|
9438638
|
$24.75mill.
|
Owned
|
Pipavav
|
Golden Pearl
|
74,200
|
2013
|
9470375
|
$24.75mill.
|
Owned
|
Pipavav
|
Golden Diamond
|
74,200
|
2013
|
9470387
|
$24.75mill.
|
Owned
|
Pipavav
|
Golden Ruby
|
74,050
|
2014
|
9470399
|
$26mill.
|
Total Panamax
|
||||||
Supramax
|
||||||
Newbuilding
|
JMU
|
Golden Arima (5018)
|
60,000
|
Q1/2015
|
Unknown
|
$32.5mill.
|
Newbuilding
|
JMU
|
Golden Beppu (5019)
|
60,000
|
Q1/2015
|
Unknovm
|
$32.5mill.
|
Newbullding
|
Chengxi
|
Golden Aries (CX0633)
|
63,800
|
Q1/2015
|
Unknown
|
$28.5mill.
|
Newbullding
|
Chengxi
|
Golden Gemini(CX0634)
|
63,800
|
Q2/2015
|
Unknown
|
$28.5mill.
|
Newbuilding
|
Chengxi
|
Golden Taurus (CX0635)
|
63,800
|
Q2/2015
|
Unknowm
|
$28.5mill.
|
Newbuilding
|
Chengxi
|
Golden Leo (CX0636)
|
63,800
|
Q1/2016
|
Unknown
|
$27.5mill.
|
Newbuilding
|
Chengxi
|
Golden Virgo (CX0637)
|
63,800
|
Q2/2016
|
Unknown
|
$27.5mill.
|
Newbuilding
|
Chengxi
|
Golden Libra (CX0638)
|
63,800
|
Q2/2016
|
Unknown
|
$27.5mill.
|
Total Supramax
|
||||||
ALL VESSELS
|
Frontline Management AS
P.O. Box 1327-VIKA 0112 Oslo Att: Mr Aage K. Østern |
Oslo, 30th September 2014
|
|
Nordic Shipping AS
Kronprinsesse Märthas plass 1
P.O.Box 1244 Vika
0110 Oslo
Norway
Phone: +47 22 48 21 00
Fax: +47 22 48 21 20
Email: ships@nordic-shipping.no
Url: nordic-shipping.no
|
Value estimates Knightsbridge fleet as of
|
30.09.2014
|
Vessel
|
DWT
|
Built
|
Value
|
||
30.09.2014
|
|||||
Battersea
|
170,500
|
2009
|
45
|
||
Belgravia
|
170,500
|
2009
|
45
|
||
Golden Future
|
176,000
|
2010
|
47
|
||
Golden Zehjiang
|
176,000
|
2010
|
47
|
||
KSL China
|
179,109
|
2013
|
53
|
||
KSL Seattle
|
180,900
|
2014
|
57
|
||
KSL Singapore
|
180,900
|
2014
|
57
|
||
KSL Sapporo
|
180,900
|
2014
|
57
|
||
KSL Sydney
|
180,900
|
2014
|
57
|
||
KSL Salvador
|
180,900
|
2014
|
57
|
||
KSL Santiago
|
180,900
|
2014
|
57
|
||
Total Capesize
|
1,957,509
|
579
|
|||
Capesize NBs
|
|||||
H1283
|
SWS
|
180,000
|
2014
|
57
|
|
H1286
|
SWS
|
180,000
|
2015
|
57
|
|
H1287
|
SWS
|
180,000
|
2015
|
57
|
|
H1330
|
SWS
|
180,000
|
2014
|
57
|
|
H1331
|
SWS
|
180,000
|
2015
|
57
|
|
H1332
|
SWS
|
180,000
|
2016
|
57
|
|
H1333
|
SWS
|
180,000
|
2014
|
57
|
|
H1334
|
SWS
|
180,000
|
2015
|
57
|
|
BH-424-1
|
Bohai
|
210,000
|
2015
|
62
|
|
BH-424-2
|
Bohai
|
210,000
|
2015
|
62
|
|
H5004
|
JMU
|
182,000
|
2014
|
59
|
|
H5005
|
JMU
|
182,000
|
2015
|
59
|
|
H5006
|
JMU
|
182,000
|
2015
|
59
|
H5007
|
JMU
|
182,000
|
2015
|
59
|
|
H1056
|
Daehan
|
180,000
|
2015
|
57
|
|
H1057
|
Daehan
|
180,900
|
2015
|
57
|
|
Total Capesize
|
2,948,000
|
930
|
|||
Total all ships
|
1,509.0
|
BC180K-42
|
DSIC
|
180,000
|
2015
|
DH
|
57.00
|
BC180K-43
|
DSIC
|
180,000
|
2015
|
DH
|
57.00
|
BC180K-44
|
DSIC
|
180,000
|
2015
|
DH
|
57.00
|
BC184K-45
|
DSIC
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118001
|
NTS
|
180,000
|
2015
|
DH
|
57.00
|
Hull no. 118002
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118003
|
NITS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118004
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no- 118005
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118006
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118007
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118008
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Value estimates Knightsbridge fleet as of
|
30.09.2014
|
Vessel
|
DWT
|
Built
|
Value
|
30.09.2014
|
|||
Capeslze
|
|||
Battersea
|
170,500
|
2009
|
43.5
|
Belgravia
|
170,500
|
2009
|
43.5
|
Golden Future
|
176,000
|
2010
|
46.5
|
Golden Zehjiang
|
176,000
|
2010
|
46.5
|
KSL China
|
179,109
|
2013
|
54.0
|
KSL Seattle
|
176,900
|
2014
|
58.0
|
KSL Singapore
|
180,900
|
2014
|
58.0
|
KSL Sapporo
|
180,900
|
2014
|
58.0
|
KSL Sydney
|
180,900
|
2014
|
58.0
|
KSL Salvador
|
180,900
|
2014
|
58.0
|
KSL Santiago
|
180,900
|
2014
|
58.0
|
Hull No.: 1056 (Daehan)
|
180,000
|
2015
|
60.0
|
Hull No.: 1057 (Daehan)
|
180,000
|
2015
|
60.0
|
H1263 (SWS)
|
180,000
|
2014
|
58.0
|
H1286 (SWS)
|
180,000
|
2015
|
60.0
|
111287 (SWS)
|
180,000
|
2015
|
60.0
|
H1330 (SWS)
|
180,000
|
2014
|
58.0
|
H1331 (SWS)
|
180,000
|
2015
|
60.0
|
H1332 (SWS)
|
160,000
|
2016
|
60.0
|
H1333 (SWS)
|
180,000
|
2014
|
56.0
|
H1334 (SWS)
|
180,000
|
2015
|
60.0
|
5004 (JMUC)
|
182,000
|
2014
|
60.0
|
5005 (JMUC)
|
182,000
|
2015
|
62.0
|
H5006 (MU)
|
182,000
|
2015
|
62.0
|
H5007 (JMU)
|
162,000
|
2015
|
62.0
|
BH424-1 (Bohai)
|
210,000
|
2015
|
64.0
|
B11424-2 (Bohai)
|
210,000
|
2015
|
64.0
|
BC180K-42
|
DSIC
|
180,000
|
2015
|
DH
|
60.0
|
BC180K-43
|
DSIC
|
180,000
|
2015
|
DH
|
60.0
|
BC180K-44
|
DSIC
|
180,000
|
2015
|
DH
|
60.0
|
BC180K-45
|
DSIC
|
180,000
|
2016
|
DH
|
60.0
|
Hull no. 118001
|
NTS
|
180,000
|
2015
|
DH
|
60.0
|
Hull no. 118002
|
NTS
|
180,000
|
2016
|
DH
|
60.0
|
Hull no. 118003
|
NTS
|
180,000
|
2016
|
DH
|
60.0
|
Hull no. 118004
|
NTS
|
180,000
|
2016
|
DH
|
60.0
|
Hull no. 118005
|
NTS
|
180,000
|
2016
|
DH
|
60.0
|
Hull no. 118006
|
NTS
|
180,000
|
2016
|
DH
|
60.0
|
Hull no. 118007
|
NTS
|
180,000
|
2016
|
DH
|
60.0
|
Hull no. 118008
|
NTS
|
180,000
|
2016
|
DH
|
60.0
|
Frontline Ltd
c/o Frontline Management
P.O. Box 1327 Vika
0112 Oslo
Norway
|
Department: Sale and purch.
Telephone direct: 23 11 24 68
Telefax: 23 11 23 11
E-mail Internet: snp@platou.com
|
Our ref.: MRE / THA
|
Oslo, 22.01.15
|
Frontline Ltd.
|
Department:
|
Sale and purch.
|
c/o Frontline Management
|
Telephone direct:
|
23 11 24 68
|
P.O. Box 1327 Vika
|
Telefax:
|
23 11 23 11
|
0112 Oslo
|
E-mail Internet:
|
|
Attn: Aage K. Østern
|
Our ref:
|
MRT / THA
|
Oslo,
|
13.10.14
|
Vessel
|
DWT
|
Built
|
Value USD Mill
|
|
Capesize
|
||||
Battersea
|
170,500
|
2009
|
47
|
|
Belgravia
|
170,500
|
2009
|
47
|
|
Golden Future
|
176,000
|
2010
|
44.5
|
|
Golden Zehjiang
|
176,000
|
2010
|
44.5
|
|
KSL China
|
179,109
|
2013
|
56
|
|
KSL Seattle
|
180,900
|
2014
|
56.5
|
|
KSL Singapore
|
180,900
|
2014
|
56.5
|
|
KSL Sapporo
|
180,900
|
2014
|
56.5
|
|
KSL Sydney
|
180,900
|
2014
|
56.5
|
|
KSL Salvador
|
180,900
|
2014
|
56.5
|
|
KSL Santiago
|
180,900
|
2014
|
56.5
|
|
Total Capesize
|
1,957,509
|
578
|
||
Capesize NBs
|
||||
H1283
|
SWS
|
180,000
|
2014
|
56.5
|
H1286
|
SWS
|
180,000
|
2015
|
56.5
|
H1287
|
SWS
|
180,000
|
2015
|
56.5
|
H1330
|
SWS
|
180,000
|
2014
|
56.5
|
H1331
|
SWS
|
180,000
|
2015
|
56.5
|
H1332
|
SWS
|
180,000
|
2016
|
58
|
H1333
|
SWS
|
180,000
|
2014
|
56.5
|
H1334
|
SWS
|
180,000
|
2015
|
56.5
|
BH-424-1
|
Bohai
|
210,000
|
2015
|
58
|
BH-424-2
|
Bohai
|
210,000
|
2015
|
58
|
H5004
|
JMU
|
182,000
|
2014
|
60
|
H5005
|
JMU
|
182,000
|
2015
|
60
|
H5006
|
JMU
|
182,000
|
2015
|
60
|
H5007
|
JMU
|
182,000
|
2015
|
60
|
H1056
|
Daehan
|
180,000
|
2015
|
60
|
H1057
|
Daehan
|
180,000
|
2015
|
60
|
Total Capesize NB
|
2,948,000
|
817
|
||
Total all ships
|
1,394.5
|
BC180K-42
|
DSIC
|
180,000
|
2015
|
DH
|
57.00
|
BC180K-43
|
DSIC
|
180,000
|
2015
|
DH
|
57.00
|
BC180K-44
|
DSIC
|
180,000
|
2015
|
DH
|
57.00
|
BC180K-45
|
DSIC
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118001
|
NTS
|
180,000
|
2015
|
DH
|
57.00
|
Hull no. 118002
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118003
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118004
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118005
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118006
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118007
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Hull no. 118008
|
NTS
|
180,000
|
2016
|
DH
|
57.00
|
Total
|
3,608,000
|
1,140.00
|
|||
|
|
|
RS Platou ASA
RS Platou Shipbrokers AS
RS Platou Offshore AS
|
Telephone +47 23 11 20 DO
Telefax +47 23 11 23 DO
|
Foretaksregisteret
NO 955 514 262 MVA
|
Haakon VII's gate 10
P.O. Box 1604 Vika
N-0119 Oslo, Norway
|
Name
|
Value
|
|
M/V “BATTERSEA”
|
US$42,000,000
|
|
M/V “BELGRAVIA”
|
US$42,000,000
|
|
M/V “GOLDEN FUTURE”
|
US$42,500,000
|
|
M/V “GOLDEN ZHEJIANG”
|
US$42,500,000
|
|
M/V “KSL CHINA”
|
US$54,000,000
|
|
M/V “KSL SEATTLE”
|
US$58,000,000
|
|
M/V “KSL SINGAPORE”
|
US$58,000,000
|
|
M/V “KSL SAPPORO”
|
US$58,000,000
|
|
M/V “KSL SYDNEY”
|
US$58,000,000
|
|
M/V “KSL SALVADOR”
|
US$58,000,000
|
|
M/V “KSL SANTIAGO”
|
US$58,000,000
|
|
M/V “H 1283”
|
US$58,000,000
|
M/V “H 1286”
|
US$58,000,000
|
|
M/V “H 1287”
|
US$58,000,000
|
|
M/V “H 1330”
|
US$58,000,000
|
|
M/V “H 1331”
|
US$58,000,000
|
|
M/V “H 1332”
|
US$56,000,000
|
|
M/V “H 1333”
|
US$58,000,000
|
|
M/V “H 1334”
|
US$57,000,000
|
|
M/V “BH-424-1”
|
US$61,500,000
|
|
M/V “BH-424-2”
|
US$61,500,000
|
|
M/V “H 5004”
|
US$63,000,000
|
|
M/V “H 5005”
|
US$62,000,000
|
|
M/V “H 5006”
|
US$62,000,000
|
|
M/V “H 5007”
|
US$62,000,000
|
|
M/V “H 1056”
|
US$61,000,000
|
|
M/V “H 1057”
|
US$61,000,000
|
|
M/V “BC180K-42”
|
US$56,000,000
|
|
M/V “BC180K-43”
|
US$56,000,000
|
|
M/V “BC180K-44”
|
US$56,000,000
|
|
M/V “BC 180K-45”
|
US$55,000,000
|
|
M/V “HULL NO. 118001”
|
US$56,000,000
|
|
M/V “HULL NO. 118002”
|
US$55,000,000
|
|
M/V “HULL NO. 118003”
|
US$55,000,000
|
|
M/V “HULL NO. 118004”
|
US$55,000,000
|
|
M/V “HULL NO. 118005”
|
US$55,000,000
|
|
M/V “HULL NO. 118006”
|
US$55,000,000
|
|
M/V “HULL NO. 118007”
|
US$55,000,000
|
|
M/V “HULL NO. 118008”
|
US$55,000,000
|
(1) | Subject to subsection (2), a company may in its bye-laws or in any contract or arrangement between the company and any officer, or any person employed by the company as auditor, exempt such officer or person from, or indemnify him in respect of, any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the officer or person may be guilty in relation to the company or any subsidiary thereof. |
(2) | Any provision, whether contained in the bye-laws of a company or in any contract or arrangement between the company and any officer, or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against any liability which by virtue of any rule of law would otherwise attach to him in respect of any fraud or dishonesty of which he may be guilty in relation to the company shall be void: |
(a) | nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force; |
(b) | notwithstanding anything in this section, a company may, in pursuance of any such provision as aforesaid indemnify any such officer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgment is given in his favour or in which he is acquitted or when relief is granted to him by the Court under section 281; and |
(c) | notwithstanding anything in this section, a company may advance moneys to an officer or auditor for the costs, charges and expenses incurred by the officer or auditor in defending any civil or criminal proceedings against them, on condition that the officer or auditor shall repay the advance if any allegation of fraud or dishonesty is proved against them. |
(1) | Where an auditor or an officer is found liable to any person for damages arising out of the performance of any function as such auditor or officer as contemplated by this Act, then the following provisions of this section shall apply. |
(2) | An auditor or officer may be liable jointly and severally only if it is proved that he knowingly engaged in fraud or dishonesty. |
(3) | In any case other than that contemplated by subsection (2) hereof, the liability of the auditor or officer, as the case may be, shall be determined as follows— |
(a) | the Court shall determine the percentage of responsibility of the plaintiff, of each of the defendants, and of each of the other persons alleged by the parties to have caused or contributed to the loss of the plaintiff. In considering the percentages of responsibility, the Court shall consider both the nature of the conduct of each person and the nature and extent of the causal relationship between the conduct and the loss claimed by the plaintiff; |
(b) | the liability of the auditor or officer, as the case may be, shall be equal to the total loss suffered by the plaintiff multiplied by the auditor's or officer's, as the case may be, percentage of responsibility as determined under paragraph (a) hereof. |
(4) | No auditor or officer whose liability is determined under subsection (3) hereof shall have any liability in respect of any judgement entered against any other party to the action. |
(5) | Except where agreed in writing between the parties, where the liability of an auditor or officer has been determined in accordance with subsection (3) no other person shall have any right to recover from such auditor or officer any portion of any judgment entered against such other person in respect of the action. |
|
|
KNIGHTSBRIDGE SHIPPING LIMITED
|
|
By:
|
/s/ Ola Lorentzon
|
||
Chief Executive Officer and Chairman
|
Signature
|
|
Title
|
/s/ Ola Lorentzon
|
|
|
Chief Executive Officer and
Chairman of the Board of Directors (Principal Executive Officer)
|
||
/s/ David M. White
|
||
Director
|
||
|
||
/s/ Hans Petter Aas
|
||
Director
|
||
|
||
/s/ Herman Billung
|
||
Director
|
||
|
|
|
Director
|
||
/s/ Inger M. Klemp
|
|
|
|
Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)
|
By:
|
|||
Name:
|
|||
Title:
|
Managing Director
|
Exhibit Number
|
Description of Document
|
2.1
|
—
|
Agreement and Plan of Merger, dated as of October 7, 2014, as amended, among Knightsbridge Shipping Limited and Golden Ocean Group Limited (included as Appendix A to the joint proxy statement/prospectus included in this Registration Statement).
|
4.1 |
— |
Specimen Knightsbridge Shipping Limited Common Share Certificate, incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form F-1, Registration No. 33-8712 filed on May 6, 1998 |
5.1 |
— |
Opinion of MJM Limited as to the validity of Knightsbridge's common shares being registered |
8.1 |
— |
Opinion of Seward & Kissel LLP as to certain United States federal income tax matters |
23.1 |
— |
Consent of MJM Limited, Bermuda counsel to the Company (included as part of its opinion filed as Exhibit 5.1) |
23.2 |
— |
Consent of Seward & Kissel LLP, U.S. counsel to the Company (included as part of its opinion filed as Exhibit 8.1 hereto) |
23.3 |
— |
Consent of PricewaterhouseCoopers AS (Knightsbridge) |
23.4 |
— |
Consent of PricewaterhouseCoopers AS (Golden Ocean) |
23.5
|
—
|
Consent of Fearnley Securities AS
|
23.6
|
—
|
Consent of Pareto Securities Inc.
|
23.7
|
Consents of Appraisal Companies
|
|
23.8
|
—
|
Consents of Director Nominees
|
24.1 |
— |
Powers of Attorney (included on Signature Page) |
99.1 |
— |
Form of proxy card of Golden Ocean Group Limited* |
99.2 |
— |
Form of proxy card of Knightsbridge Shipping Limited* |
This ‘F-4/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
3/31/35 | ||||
2/28/19 | ||||
1/27/19 | ||||
10/31/18 | ||||
9/13/18 | ||||
5/27/18 | ||||
3/7/18 | ||||
1/1/18 | ||||
12/31/17 | ||||
8/30/17 | ||||
1/1/17 | ||||
1/15/16 | ||||
12/31/15 | ||||
8/19/15 | ||||
3/31/15 | ||||
Filed on: | 1/23/15 | |||
1/22/15 | ||||
1/21/15 | ||||
1/16/15 | ||||
12/31/14 | ||||
11/28/14 | 425, 6-K | |||
11/24/14 | ||||
11/21/14 | ||||
11/15/14 | ||||
11/14/14 | 6-K | |||
11/10/14 | ||||
10/9/14 | SC 13D/A | |||
10/7/14 | 425 | |||
10/6/14 | 6-K | |||
10/5/14 | ||||
10/3/14 | ||||
10/2/14 | ||||
10/1/14 | 6-K | |||
9/30/14 | 6-K | |||
9/29/14 | ||||
9/26/14 | ||||
9/19/14 | ||||
9/18/14 | ||||
8/25/14 | ||||
8/12/14 | ||||
7/20/14 | ||||
6/30/14 | 6-K | |||
6/25/14 | ||||
4/23/14 | ||||
3/6/14 | 20-F | |||
1/27/14 | ||||
1/20/14 | ||||
1/17/14 | ||||
1/1/14 | ||||
12/31/13 | 20-F, 6-K | |||
12/4/13 | ||||
11/24/13 | ||||
9/30/13 | ||||
6/30/13 | ||||
1/1/13 | ||||
12/31/12 | 20-F | |||
9/27/12 | ||||
5/1/12 | ||||
1/1/12 | ||||
12/31/11 | 20-F | |||
9/23/11 | ||||
1/1/11 | ||||
12/31/10 | 20-F | |||
7/1/10 | ||||
6/21/10 | ||||
1/1/10 | ||||
12/31/09 | 20-F | |||
9/25/09 | ||||
8/21/09 | ||||
1/1/09 | ||||
4/1/05 | ||||
3/21/05 | ||||
1/1/05 | ||||
11/8/04 | ||||
5/6/98 | ||||
9/18/96 | ||||
List all Filings |